Exhibit 4.1


 

POSTMATES
INC.


2011
EQUITY INCENTIVE PLAN


1.            Purposes of the Plan. The purposes of this Plan are:


		·	to
                                         attract and retain the best available personnel for positions of substantial responsibility,



		·	to
                                         provide additional incentive to Employees, Directors and Consultants, and 



		·	to
                                         promote the success of the Company’s business.



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


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


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


(b)           “Applicable Laws” means the requirements relating to the administration of equity-based awards under
U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be,
granted under the Plan.


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


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


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


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


 (i)           
Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one
person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that,
together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company,
except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is
approved by the Board will not be considered a Change in Control; or 


(ii)         
Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section
12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of
the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority
of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person
is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person
will not be considered a Change in Control; or 






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 (iii)         
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial
portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12)
month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a
total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company
immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the
value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities
associated with such assets.


For
purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters
into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


Notwithstanding
the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event
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.


Further
and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the
jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned
in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.


(g)           “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein
will be a reference to any successor or amended section of the Code.


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


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


(j)            “Company” means Postmates Inc., a Delaware corporation, or any successor thereto.


(k)           “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary
to render services to such entity.


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


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


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






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


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


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


 (i)           
If the Common Stock is listed on any established stock exchange or a national market system, including without limitation
the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market
Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;


 (ii)         
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination
(or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks 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, the Fair Market Value will be determined in good faith by
the Administrator.


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


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


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


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


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


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


(x)           “Plan” means this 2011 Equity Incentive Plan.


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






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


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


(bb)        “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.


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


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


3.            Stock Subject to the Plan. 


(a)           Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of
Shares that may be subject to Awards and sold under the Plan is 28,901,201 Shares. The Shares may be authorized but unissued,
or reacquired Common Stock.


(b)           Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered
pursuant to an Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased
by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights
the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan
(unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation
Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for
future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under
any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however,
that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited
to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay
the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future
grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment
will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject
to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock
Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and
the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section
3(b). 


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


4.            Administration of the Plan. 


(a)           Procedure.


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






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


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


(i)           
to determine the Fair Market Value;


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


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


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


(v)          
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


(vi)         
to institute and determine the terms and conditions of an Exchange Program;


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


(viii)       
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under
applicable foreign laws;


(ix)         
to modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary
authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject
to Section 6(d));


(x)         
to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;


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


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


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


(c)           Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards. 






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5.             Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units
may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.


6.             Stock Options.


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


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


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


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


(e)           Option Exercise Price and Consideration.


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


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






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(iii)       
Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option,
including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form
of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to
the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting
such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole
discretion; (5) consideration received by the Company under cashless exercise program (whether through a broker or otherwise)
implemented by the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment
for the issuance of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment.
In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration
may be reasonably expected to benefit the Company.


(f)            Exercise of Option.


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


An
Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may
specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect
to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise
of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant
and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will
exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or
cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.


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


(ii)         
Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than
upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise
his or her Option within thirty (30) days of termination, or such longer period of time as is specified in the Award Agreement
(but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that
the Option is vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert
to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator,
the Option will terminate, and the Shares covered by such Option will revert to the Plan.


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






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(iv)        
Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6)
months following the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but
in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option
is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated
prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by
the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the
person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent
and distribution. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his
or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option
is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert
to the Plan. 


7.            Stock Appreciation Rights. 


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


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


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


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


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


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


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






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


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


8.            Restricted Stock.


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


(b)           Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify
the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole
discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted
Stock until the restrictions on such Shares have lapsed.


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


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


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


(f)            Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.


(g)           Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted
Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator
provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions
on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


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


9.            Restricted Stock Units.


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






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


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


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


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


10.           Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either
exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in
the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements
of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined
in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is
subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements
of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest
applicable under Code Section 409A.


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


12.           Limited Transferability of Awards. 


(a)           Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in
any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant,
only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii)
by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities
Act”). 






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(b)           Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or
after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration under the
Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act, an
Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred
or disposed of, in any manner, including by entering into any short position, any “put equivalent position” or any
“call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other
than to (i) persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or
domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant.
Notwithstanding the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company
or in connection with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule
12h-1(f).


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


(a)           Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities,
or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure
of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered
under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator
will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company
is relying upon the exemption afforded thereby with respect to the Award.


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


(c)           Merger
or Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator
determines (subject to the provisions of the proceeding paragraph) without a Participant’s consent, including, without limitation,
that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation
(or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice
to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger
or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions
applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and,
to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change
in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount
that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date
of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction
the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization
of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement
of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the
foregoing. In taking any of the actions permitted under this subsection 13(c), the Administrator will not be obligated to treat
all Awards, all Awards held by a Participant, or all Awards of the same type, similarly. 






    	-11-



    	 



    



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


For
the purposes of this subsection 13(c), an Award will be considered assumed if, following the merger or Change in Control, the
Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change
in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control
by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however,
that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation
or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject
to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or Change in Control.


Notwithstanding
anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without
the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s
post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


Notwithstanding
anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the
change in control definition contained in the Award Agreement does not comply with the definition of “change of control”
for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this
Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering
any penalties applicable under Code Section 409A.


14.          Tax Withholding.


(a)           Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof),
the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required
to be withheld with respect to such Award (or exercise thereof). 


(b)           Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash,
(ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory
amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as
the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable
to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which
the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the
amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined
as of the date that the taxes are required to be withheld. 






    	-12-



    	 



    



15.           No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with
respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in
any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without
cause, to the extent permitted by Applicable Laws.







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


17.           Term of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board.
Unless sooner terminated under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective
date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved
for issuance under the Plan.


18.           Amendment and Termination of the Plan.


(a)           Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. 


(b)           Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary
and desirable to comply with Applicable Laws. 


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


19.           Conditions Upon Issuance of Shares.


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


(b)           Investment Representations. 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.


20.           Inability
to Obtain Authority. 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, will
relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority
will not have been obtained. 






    	-13-



    	 



    



21.           Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12)
months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree
required under Applicable Laws. 


22.           Information to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants
under this Plan is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the
Exchange Act and (ii) the date that the Company is required to deliver information to Participants pursuant to Rule 701 under
the Securities Act, and until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, is no longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required
to deliver information to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant
the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every
six (6) months with the financial statements being not more than 180 days old and with such information provided either by physical
or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on
an Internet site that may be password-protected and of any password needed to access the information. The Company may request
that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not
agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide
the information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.








    	-14-



     


     

 


EXHIBIT
A


 


2011
EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


 


Postmates Inc.


425 Market Street,
8th Floor


San Francisco, CA 94105


 


Attention: Chief Executive
Officer


 


1.             Exercise of Option.Effective as of today, __________, __________, the undersigned (“Participant”)
hereby elects to exercise Participant’s option (the “Option”) to purchase shares of the Common Stock (the “Shares”)
of Postmates Inc. (the “Company”) under and pursuant to the 2011 Equity Incentive Plan (the “Plan”) and
the Stock Option Agreement dated __________, __________ (the “Option Agreement”).


 


2.             Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


 


3.             Representations of Participant. Participant acknowledges that Participant has received, read and understood the
Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.


 


4.             Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The
Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement.
No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as
provided in Section 13 of the Plan.


 


5.             Company’s Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes
referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation
of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 5 (the “Right of First Refusal”).


 


(a)               
Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed
purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed
Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the
“Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s). 









    	 



    	 



    







(b)                Exercise
of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its
assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed
to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance
with subsection (c) below.


 


(c)               
Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its
assignee(s) under this Section (e) shall be the Offered Price. If the Offered Price includes consideration other than cash, the
cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 


(d)              
Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase
by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the
manner and at the times set forth in the Notice.


 


(e)               
Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section (e), then the Holder may sell or
otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such
sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale
or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing
that the provisions of this Section (e) shall continue to apply to the Shares in the hands of such Proposed Transferee. If the
Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given
to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held
by the Holder may be sold or otherwise transferred.


 


(f)               
Exception for Certain Family Transfers. Anything to the contrary contained in this Section (e) notwithstanding,
the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or
intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall
be exempt from the provisions of this Section (e). “Immediate Family” as used herein shall mean spouse, lineal descendant
or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares
so transferred subject to the provisions of this Section (e), and there shall be no further transfer of such Shares except in
accordance with the terms of this Section (e).


 


(g)                Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first
sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the
successor corporation has equity securities that are publicly traded.


 


6.             Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


 


 7.              Restrictive Legends and Stop-Transfer Orders.




 


(a)               
Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities laws:




    	-2-



    	 



    

THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
ON TRANSFEREES OF THESE SHARES.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE
OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT
THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


 


(b)              
Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if
the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.


 


(c)               
Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold
or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares
or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


8.             Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple
assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators,
successors and assigns.


 


9.             Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant
or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution
of such a dispute by the Administrator shall be final and binding on all parties.


 


10.           Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of
California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Exercise Notice shall continue in full force and effect. 






    	-3-



    	 



    







11.           Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and
Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest
except by means of a writing signed by the Company and Participant.


 





	Submitted by:	 	Accepted by:
	 	 	 
	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	Bastian
    Lehmann
	Print Name	 	Print Name
	 	 	 
	 	 	CEO
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	425 Market Street,
    8th Floor
	 	 	San Francisco, CA
    94105
	 	 	 
	 	 	 
	 	 	Date Received







    	-4-



    	 



    




EXHIBIT
B


 


INVESTMENT
REPRESENTATION STATEMENT


 





	PARTICIPANT	:	 
	 	 	 
	COMPANY	           :           	POSTMATES INC.
	 	 	 
	SECURITY	:	COMMON STOCK
	 	 	 
	AMOUNT	:	 
	 	 	 
	DATE	:	 




 








In
connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


 


1.             Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities
for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


2.             Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities
Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands
that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Participant further acknowledges and understands that the Company is under no obligation
to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any
legend required under applicable state securities laws.


 


3.             Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit
limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public
offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the
time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the
event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under
Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case
of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being
sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as
those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable. 






    	 



    	 



    







In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold
in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public
information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within
the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction
of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.


 


4.             Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied,
registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and
that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has
expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise
than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions
do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall
be available in such event. 





	 	 
	 	PARTICIPANT
	 	 
	 	Signature
	 	 
	 	Print Name
	 	 
	 	Date



 






    	 	-2-	 



     


    

 


POSTMATES INC.


 


2011
EQUITY INCENTIVE PLAN


STOCK APPRECIATION RIGHT AGREEMENT


 


Unless
otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined
meanings in this Stock Appreciation Right Agreement (the “SAR Agreement”).


 


		1.	NOTICE
                                         OF STOCK APPRECIATION RIGHT GRANT



 


Name:           As
described on eShares


 


The
undersigned Participant has been granted a Stock Appreciation Right, subject to the terms and conditions of the Plan and this
SAR Agreement, as follows:


 





	Date of Grant:	 	As described on eShares
	 	 	 
	Vesting Commencement Date:	 	As described on eShares
	 	 	 
	Exercise Price per Share:	 	As described on eShares
	 	 	 
	Total Number of Shares Granted:	 	As described on eShares
	 	 	 
	Total Exercise Price:	 	As described on eShares
	 	 	 
	Term/Expiration Date:	 	As described on eShares
	 	 	 
	Vesting Schedule:	 	 





 


This
Stock Appreciation Right shall be exercisable, in whole or in part, according to the following vesting schedule:


 


As described on eShares


 


Termination Period:


 


This
Stock Appreciation Right shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such
termination is due to Participant’s death or Disability, in which case this Stock Appreciation Right shall be exercisable
for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event
may this Stock Appreciation Right be exercised after the Term/Expiration Date as provided above and this Stock Appreciation Right
may be subject to earlier termination as provided in Section 13 of the Plan.


 


		2.	AGREEMENT



 


(a)   
Grant of Stock Appreciation Right. The Administrator of the Company hereby grants to the Participant named in the
Notice of Stock Appreciation Right Grant in Part I of this Agreement (“Participant”), a Stock Appreciation Right (the
“Stock Appreciation Right”) payable in cash, subject to the terms and conditions of the Plan, which is incorporated
herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of
the Plan and this SAR Agreement, the terms and conditions of the Plan shall prevail. 






    	 



    	 



    



 (b)    Exercise of Stock Appreciation Right.




 


(i)           Right to Exercise. This Stock Appreciation Right shall be exercisable during its term in accordance with the Vesting
Schedule set out in the Notice of Stock Appreciation Right Grant and with the applicable provisions of the Plan and this SAR Agreement.


 


(ii)          Method of Exercise. This Stock Appreciation Right shall be exercisable by delivery of an exercise notice in the
form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator
may determine, which shall state the election to exercise the Stock Appreciation Right, the number of Shares with respect to which
the Stock Appreciation Right is being exercised (the “Exercised Shares”), and such other representations and agreements
as may be required by the Company. This Stock Appreciation Right shall be deemed to be exercised upon receipt by the Company of
a fully executed Exercise Notice or completion of such exercise procedure, as the Administrator may determine in its sole discretion,
accompanied by any applicable tax withholding.


 


(iii)         Payment upon Exercise. Upon exercise of all or a specified portion of the Stock Appreciation Right, Participant
shall be entitled to receive from the Company an amount in cash in one lump sum payment determined by multiplying (a) the difference
(if any) obtained by subtracting (1) the Exercise Price Per Share as set forth in the Notice of Stock Appreciation Right Grant
from (2) the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right, by (b) the number of Shares
with respect to which the Stock Appreciation Right is exercised, reduced by any applicable tax withholding and subject to any
limitations the Administrator may impose. Such cash payment shall be made as soon as practicable, but in no event later than thirty
(30) days following the date of exercise.


 


(c)    Non-Transferability
of Stock Appreciation Right.




 


(i)           This Stock Appreciation Right may not be transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this SAR Agreement
shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.


 


(ii)          Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or
after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration under the
Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant
shall not transfer this Stock Appreciation Right in any manner other than (i) to persons who are “family members”
(as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian
of Participant upon the death or disability of Participant. Until the Reliance End Date, the Stock Appreciation Right may not
be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put
equivalent position” or any “call equivalent position” (as defined in Rule 16a- 1(h) and Rule 16a-1(b) of the
Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph.


 


(d)    Term
of Stock Appreciation Right. This Stock Appreciation Right may be exercised only within the term set out in the Notice of
Stock Appreciation Right Grant, and may be exercised during such term only in accordance with the Plan and the terms of this SAR
Agreement.







    	-2-



    	 



    

(e)    Tax
Obligations.




 


(i)           Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding
requirements applicable to the Stock Appreciation Right exercise. In this regard, Participant authorizes the Company (and/or the
Parent or Subsidiary employing or retaining Participant) to withhold all applicable taxes legally payable by Participant from
Participant’s cash payment required under this SAR Agreement, wages or other cash compensation paid to Participant by the
Company (and/or the Parent or Subsidiary employing or retaining Participant) in an amount sufficient to cover such withholding
amounts. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to make the payment
required under this SAR Agreement if such withholding amounts are not delivered at the time of exercise.


 


(ii)          Code Section 409A. Under Code Section 409A, a Stock Appreciation Right that vests after December 31, 2004 (or that
vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise
price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share
on the date of grant (a “discount Stock Appreciation Right”) may be considered “deferred compensation.”
A Stock Appreciation Right that is a “discount Stock Appreciation Right” may result in (i) income recognition by Participant
prior to the exercise of the Stock Appreciation Right, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential
penalty and interest charges. The “discount Stock Appreciation Right” may also result in additional state income,
penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the
IRS will agree that the per Share exercise price of this Stock Appreciation Right equals or exceeds the Fair Market Value of a
Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Stock Appreciation Right
was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant
shall be solely responsible for Participant’s costs related to such a determination.


 


(f)   
Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this SAR Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to
the Participant’s interest except by means of a writing signed by the Company and Participant. This SAR Agreement is governed
by the internal substantive laws but not the choice of law rules of California.


 


(g)   
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS STOCK APPRECIATION RIGHT OR RECEIVING
A CASH PAYMENT HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS SAR AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER
AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE
PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT
OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


(signature
page follows)







    	-3-



    	 



    



Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Stock Appreciation Right subject to all of the terms and provisions thereof. Participant has reviewed the
Plan and this Stock Appreciation Right in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Stock Appreciation Right and fully understands all provisions of the Stock Appreciation Right. Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under
the Plan or this Stock Appreciation Right. Participant further agrees to notify the Company upon any change in the residence address
indicated below.


 





	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	Signature	 	By
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	Residence Address	 	 
	 	 	 










[Signature
Page to SAR Agreement]







    	 



    	 



    




EXHIBIT
A


 


2011
EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


 


Postmates Inc.


425 Market Street,
8th Floor


San Francisco, CA 94105


 


Attention: Chief Executive
Officer


 


1.     
Exercise of Stock Appreciation Right. Effective as of today, _________, _________, the undersigned (“Participant”)
hereby elects to exercise _________________shares of the Common Stock (the “Shares”) of Postmates Inc. (the “Company”)
under and pursuant to the Company’s 2011 Equity Incentive Plan (the “Plan”) and the Stock Appreciation Right
Agreement dated_____________, _______________ (the “SAR Agreement”).


 


2.     
Representations of Participant. Participant acknowledges that Participant has received, read and understood the
Plan and the SAR Agreement and agrees to abide by and be bound by their terms and conditions.


 


3.     
Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
exercise hereunder. Participant represents that Participant has consulted with any tax consultants Participant deems advisable
in connection with this exercise and that Participant is not relying on the Company for any tax advice.


 


4.     
Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple
assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. This Exercise Notice
shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.


 


5.     
Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant
or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution
of such a dispute by the Administrator shall be final and binding on all parties.


 


6.     
Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice
of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.


 


7.     
Entire Agreement. The Plan and SAR Agreement are incorporated herein by reference. This Exercise Notice, the Plan,
and the SAR Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in
their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof,
and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.







    	 



    	 



    




	Submitted by:	 	Accepted by:
	 	 	 
	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	
	Print Name	 	Print Name
	 	 	 
	 	 	
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	425 Market Street,
    8th Floor
	 	 	San Francisco, CA
    94105
	 	 	 
	 	 	 
	 	 	Date Received



 



    	 	-2-	 



     


    

POSTMATES
INC.


2011
EQUITY INCENTIVE PLAN


STOCK
OPTION AGREEMENT — EARLY EXERCISE


Unless
otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined
meanings in this Stock Option Agreement – Early Exercise (the “Option Agreement”).


 


		I.	NOTICE OF STOCK OPTION
GRANT



Name:


Address:





The
undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions
of the Plan and this Option Agreement, as follows:


 


	Date
    of Grant:	 
	Vesting
    Commencement Date:	«Vest_Date»
	Exercise
    Price per Share:	$1.84
	Total
    Number of Shares Granted:	«Shares»
	Total
    Exercise Price:	$«Total_Price»
	Type
    of Option:	 	Incentive
    Stock Option
	 	X	Nonstatutory
    Stock Option
	Term/Expiration
    Date:	 


Vesting
Schedule:


This
Option shall be exercisable, in whole or in part, according to the following vesting schedule:


Twenty-five
percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date,
and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day
of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to
Participant continuing to be a Service Provider through each such date.



    	 



    	 



    



[Notwithstanding
the foregoing vesting schedule, in the event that, upon or within twelve months after a Change in Control (as defined in the Plan),
(i) Participant’s continuous status as a Service Provider is terminated by the Company without Cause (as defined below)
or (ii) Participant terminates his or her employment with Good Reason (as defined below), one hundred percent (100%) of the Shares
subject to the Option shall immediately vest and become exercisable.


 


For
purposes of this Agreement, “Cause” shall mean: (i) the Participant’s failure to perform his or her assigned
duties or responsibilities as a Service Provider (other than a failure resulting from the Participant’s Disability) after
notice thereof from the Company describing the Participant’s failure to perform such duties or responsibilities; (ii) the
Participant engaging in any act of dishonesty, fraud or misrepresentation; (iii) the Participant’s violation of any federal
or state law or regulation applicable to the business of the Company or its affiliates; (iv) the Participant’s breach of
any confidentiality agreement or invention assignment agreement between the Participant and the Company (or any affiliate of the
Company); or (v) the Participant being convicted of, or entering a plea of nolo contendere to, any crime or committing any act
of moral turpitude.


 


For
purposes of this Agreement, “Good Reason” shall mean the Participant’s resignation within thirty (30)
days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following,
without the Participant’s consent: (i) the assignment to the Participant of any duties, the reduction of the Participant’s
duties or the removal of the Participant from his or her position and responsibilities, either of which results in a material
diminution of the Participant’s authority, duties, or responsibilities with the Company in effect immediately prior to such
assignment; (ii) a material reduction of the Participant’s base salary, except for reductions that are in proportion to
any salary reduction program approved by the board of directors that affects a majority of the senior executives of the Company;
provided, however, that a reduction of 10% or less will in no instance be deemed material; (iii) a material change
in the geographic location at which the Participant must perform services (for purposes of this Agreement, the relocation of the
Participant to a facility or a location less than thirty (30) miles from the Participant’s then-present location shall not
be considered a material change in geographic location); or (iv) any material breach by the Company of any material provision
of this Agreement. The Participant will not resign for Good Reason without first providing the Company with written notice of
the acts or omissions constituting the grounds for “Good Reason” within ninety (90) days of the initial existence
of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date
of such notice. In no instance will a resignation by the Participant be deemed to be for Good Reason if it becomes effective more
than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.]


Termination
Period:


This
Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant
ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.



    	-2-



    	 



    



		II.	AGREEMENT



1.     
Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock
Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number
of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option
Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and
this Option Agreement, the terms and conditions of the Plan shall prevail.


If
designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason
this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion
thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or
Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the
failure of the Option to qualify for any reason as an ISO.


2.     
Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 6
of the Plan as follows:


(a)            Right to Exercise.


(i)           
Subject to subsections 2(a)(ii) and 2(a)(iii) below, this Option shall be exercisable cumulatively according to the
vesting schedule set forth in the Notice of Stock Option Grant. Alternatively, at the election of Participant, this Option may
be exercised in whole or in part at any time as to Shares that have not yet vested. Vested Shares shall not be subject to the
Company’s repurchase right (as set forth in the Restricted Stock Purchase Agreement, attached hereto as Exhibit C-1).


(ii)           
As a condition to exercising this Option for unvested Shares, Participant shall execute the Restricted Stock Purchase Agreement.


(iii)           
This Option may not be exercised for a fraction of a Share.


(b)           Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit
A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which
shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable
tax withholding. Subject to Section 6, this Option shall be deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.


3.     
Participant’s Representations. In the event the Shares have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the
Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation
Statement in the form attached hereto as Exhibit B.



    	-3-



    	 



    



4.     
Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into
any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for
a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed
one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities
Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the
publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited
to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto). 


Participant
agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company
or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within
ten (10) days of such request, such information as may be required by the Company or such representative in connection with the
completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities
Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on
Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission
Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end
of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section 4.


5.     
Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof,
at the election of the Participant:


(a)            cash;


(b)            check;


(c)            consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with
the Plan; or


(d)            surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be
owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion
of the Administrator, shall not result in any adverse accounting consequences to the Company.



    	-4-



    	 



    



6.     
Restrictions on Exercise; Additional Conditions to Issuance of Shares. This Option may not be exercised until such
time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or
the method of payment of consideration for such Shares would constitute a violation of any Applicable Law. If at any time the
Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange
or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate) pursuant to the exercise of the Option, such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. Where the Company determines that the issuance of the Shares pursuant to
the exercise of the Option will violate federal securities laws or other Applicable Laws, including, but not limited to, Rule
701 of the Securities Act if the Company is relying on the exemption from registration provided pursuant to Rule 701, the Company
will defer delivery of the Shares until the earliest date at which the Company reasonably anticipates that the delivery of Shares
will no longer cause such violation. For income tax purposes the Shares shall be considered transferred to Participant on the
date on which the Option is validly exercised with respect to such Shares, provided the exercise complies with Applicable Laws.


7.     
Non-Transferability of Option.


(a)            This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of Participant.


(b)            Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or
after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options
under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”),
Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than
(i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic
relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance
End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise
transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted
in clauses (i) and (ii) of this paragraph.


8.     
Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and
may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.


9.     
Tax Obligations.


(a)            Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding
requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise
and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.



    	-5-



    	 



    



(b)            Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if
Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the
date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately
notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding
by the Company on the compensation income recognized by Participant. 


(c)            Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior
to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date
of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount
option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty
percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also
result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot
and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market
Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was
granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant
shall be solely responsible for Participant’s costs related to such a determination.


10. 
Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Option
Agreement is governed by the internal substantive laws but not the choice of law rules of California.


11. 
No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY
(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER
AT ANY TIME, WITH OR WITHOUT CAUSE.



    	-6-



    	 



    



Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company
upon any change in the residence address indicated below.





	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	Signature	 	By
	 	 	 
	 	 	        Bastian Lehmann
	Print Name	 	Print Name
	 	 	 
	 	 	        President
	 	 	Title
	 	 	 
	Residence Address	 	 





    	-7-



    	 



    

EXHIBIT
A


2011
EQUITY INCENTIVE PLAN


EXERCISE
NOTICE


Postmates
Inc.


425
Market Street, 8th Floor


San
Francisco, CA 94105


 


Attention:
President


1.     
Exercise of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby
elects to exercise Participant’s option (the “Option”) to purchase ________________ shares of the Common
Stock (the “Shares”) of Postmates Inc. (the “Company”) under and pursuant to the 2011 Equity Incentive
Plan (the “Plan”) and the Stock Option Agreement – Early Exercise dated ______________, _____ (the “Option
Agreement”).


2.     
Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


3.     
Representations of Participant. Participant acknowledges that Participant has received, read and understood the
Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.


4.     
Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The
Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement.
No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as
provided in Section 13 of the Plan.


5.     
Company’s Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes
referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation
of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 5 (the “Right of First Refusal”).


(a)            Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its
assignee(s).



    	 



    	 



    



(b)           Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares
proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.


(c)            Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its
assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the
cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


(d)            Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase
by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the
manner and at the times set forth in the Notice.


(e)            Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or
otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale
or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or
other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing
that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares
described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the
Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the
Holder may be sold or otherwise transferred.


(f)             Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the
transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy
to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt
from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent,
father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred
subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the
terms of this Section 5.


(g)            Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier
of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor
corporation has equity securities that are publicly traded.


6.     
Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.



    	-2-



    	 



    



7.     
Restrictive Legends and Stop-Transfer Orders.


(a)            Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities laws:


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
ON TRANSFEREES OF THESE SHARES.


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE
OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT
THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


(b)           Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if
the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.


(c)           Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of
such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.


8.     
Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple
assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators,
successors and assigns.



    	-3-



    	 



    



9.     
Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant
or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution
of such a dispute by the Administrator shall be final and binding on all parties.


10. 
Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice
of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.


(signature
page follows)




    	-4-



    	 



    

11. 
Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the
Plan, the Restricted Stock Purchase Agreement, the Option Agreement and the Investment Representation Statement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to
the Participant’s interest except by means of a writing signed by the Company and Participant.





	Submitted by:	 	Accepted by:
	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	        Bastian Lehmann
	Print Name	 	Print Name
	 	 	 
	 	 	        President
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	425 Market Street, 8th Floor
	 	 	 
	 	 	San Francisco, CA 94105
	 	 	 
	 	 	 
	 	 	Date Received








    	-5-



    	 



    

EXHIBIT
B


INVESTMENT
REPRESENTATION STATEMENT





	PARTICIPANT	:	 
	 	 	 
	COMPANY	          :          	POSTMATES INC.
	 	 	 
	SECURITY	:	COMMON STOCK
	 	 	 
	AMOUNT	:	 
	 	 	 
	DATE	:	 





In
connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


(a)            Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities
for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


(b)            Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities
Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands
that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Participant further acknowledges and understands that the Company is under no obligation
to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any
legend required under applicable state securities laws.


(c)            Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act,
which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if
the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from
registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable
conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information
about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations,
(3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market
maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of
1934) and (4) the timely filing of a Form 144, if applicable.



    	 



    	 



    



In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be
resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability
of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase
and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities
by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.


(d)            Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for
such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own
risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in
such event.


	 	 
	 	PARTICIPANT
	 	 
	 	Signature
	 	 
	 	Print Name
	 	 
	 	Date






    	-2-



    	 



    

EXHIBIT
C-1


 


POSTMATES
INC.


 


2011
EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK PURCHASE AGREEMENT


THIS
RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made between _____________________________ (the “Purchaser”)
and Postmates Inc. (the “Company”) or its assignees of rights hereunder as of __________________, ____.


Unless
otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan shall have the same defined meanings in this Agreement.


RECITALS


A.           Pursuant
to the exercise of the option granted to Purchaser under the Plan and pursuant to the Stock Option Agreement – Early Exercise
(the “Option Agreement”) dated _______________, ____ by and between the Company and Purchaser with respect to such
grant (the “Option”), which Plan and Option Agreement are hereby incorporated by reference, Purchaser has elected
to purchase _________ of those shares of Common Stock which have not become vested under the vesting schedule set forth in the
Option Agreement (“Unvested Shares”). The Unvested Shares and the shares subject to the Option Agreement, which have
become vested are sometimes collectively referred to herein as the “Shares.”


B.           As
required by the Option Agreement, as a condition to Purchaser’s election to exercise the option, Purchaser must execute
this Agreement, which sets forth the rights and obligations of the parties with respect to Shares acquired upon exercise of the
Option.


1.             Repurchase Option.


(a)            If Purchaser’s status as a Service Provider is terminated for any reason, including for death and Disability, the
Company shall have the right and option for ninety (90) days from such date to purchase from Purchaser, or Purchaser’s personal
representative, as the case may be, all of the Purchaser’s Unvested Shares as of the date of such termination at the price
paid by the Purchaser for such Shares (the “Repurchase Option”).


(b)            Upon the occurrence of such termination, the Company may exercise its Repurchase Option by delivering personally or by
registered mail, to Purchaser (or his or her transferee or legal representative, as the case may be) with a copy to the escrow
agent described in Section 2 below, a notice in writing indicating the Company’s intention to exercise the Repurchase Option
AND, at the Company’s option, (i) by delivering to the Purchaser (or the Purchaser’s transferee or legal representative)
a check in the amount of the aggregate repurchase price, or (ii) by the Company canceling an amount of the Purchaser’s indebtedness
to the Company equal to the aggregate repurchase price, or (iii) by a combination of (i) and (ii) so that the combined payment
and cancellation of indebtedness equals such aggregate repurchase price. Upon delivery of such notice and payment of the aggregate
repurchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Unvested Shares
being repurchased and the rights and interests therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Unvested Shares being repurchased by the Company.



    	 



    	 



    



(c)            Whenever the Company shall have the right to repurchase Unvested Shares hereunder, the Company may designate and assign
one or more employees, officers, directors or stockholders of the Company or other persons or organizations to exercise all or
a part of the Company’s Repurchase Option under this Agreement and purchase all or a part of such Unvested Shares. 


(d)            If the Company does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety
(90) days following the termination, the Repurchase Option shall terminate.


(e)            The Repurchase Option shall terminate in accordance with the vesting schedule contained in Purchaser’s Option Agreement.


2.             Transferability of the Shares; Escrow.


(a)            Purchaser hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to
transfer the Unvested Shares as to which the Repurchase Option has been exercised from Purchaser to the Company.


(b)            To insure the availability for delivery of Purchaser’s Unvested Shares upon repurchase by the Company pursuant to
the Repurchase Option under Section 1, Purchaser hereby appoints the Secretary, or any other person designated by the Company
as escrow agent (the “Escrow Agent”), as its attorney-in-fact to sell, assign and transfer unto the Company, such
Unvested Shares, if any, repurchased by the Company pursuant to the Repurchase Option and shall, upon execution of this Agreement,
deliver and deposit with the Escrow Agent, the share certificates representing the Unvested Shares, together with the stock assignment
duly endorsed in blank, attached hereto as Exhibit C-2. The Unvested Shares and stock assignment shall be held by the Escrow
Agent in escrow, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached as Exhibit C-3 hereto,
until the Company exercises its Repurchase Option, until such Unvested Shares are vested, or until such time as this Agreement
no longer is in effect. Upon vesting of the Unvested Shares, the Escrow Agent shall promptly deliver to the Purchaser the certificate
or certificates representing such Shares in the Escrow Agent’s possession belonging to the Purchaser, and the Escrow Agent
shall be discharged of all further obligations hereunder; provided, however, that the Escrow Agent shall nevertheless retain such
certificate or certificates as Escrow Agent if so required pursuant to other restrictions imposed pursuant to this Agreement.


(c)            Neither the Company nor the Escrow Agent shall be liable for any act it may do or omit to do with respect to holding the
Shares in escrow and while acting in good faith and in the exercise of its judgment.


(d)            Transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities
laws. Any transferee shall hold such Shares subject to all the provisions hereof and the Exercise Notice executed by the Purchaser
with respect to any Unvested Shares purchased by Purchaser and shall acknowledge the same by signing a copy of this Agreement.



    	-2-



    	 



    



3.             Ownership, Voting Rights, Duties. This Agreement shall not affect in any way the ownership, voting rights or other
rights or duties of Purchaser, except as specifically provided herein. 


4.             Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legend
(in addition to any legend required under applicable federal and state securities laws):


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


5.             Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this
Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares, which may
be made by the Company pursuant to Section 13 of the Plan after the date of this Agreement.


6.             Notices. Notices required hereunder shall be given in person or by registered mail to the address of Purchaser shown
on the records of the Company, and to the Company at their respective principal executive offices.


7.             Survival of Terms. This Agreement shall apply to and bind Purchaser and the Company and their respective permitted
assignees and transferees, heirs, legatees, executors, administrators and legal successors.


8.             Section 83(b) Election. Purchaser hereby acknowledges that he or she has been informed that, with respect to the
exercise of an Option for Unvested Shares, an election (the “Election”) may be filed by the Purchaser with the Internal
Revenue Service, within thirty (30) days of the purchase of the exercised Shares, electing pursuant to Section 83(b) of the Code
to be taxed currently on any difference between the purchase price of the exercised Shares and their Fair Market Value on the
date of purchase. In the case of a Nonstatutory Stock Option, this will result in the recognition of taxable income to the Purchaser
on the date of exercise, measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the Option
is exercised over the purchase price for the exercised Shares. Absent such an Election, taxable income will be measured and recognized
by Purchaser at the time or times on which the Company’s Repurchase Option lapses. In the case of an Incentive Stock Option,
such an Election will result in a recognition of income to the Purchaser for alternative minimum tax purposes on the date of exercise,
measured by the excess, if any, of the Fair Market Value of the exercised Shares, at the time the option is exercised, over the
purchase price for the exercised Shares. Absent such an Election, alternative minimum taxable income will be measured and recognized
by Purchaser at the time or times on which the Company’s Repurchase Option lapses.



    	-3-



    	 



    



This
discussion is intended only as a summary of the general United States income tax laws that apply to exercising Options as to Shares
that have not yet vested and is accurate only as of the date this form Agreement was approved by the Board. The federal, state
and local tax consequences to any particular taxpayer will depend upon his or her individual circumstances. Purchaser is strongly
encouraged to seek the advice of his or her own tax consultants in connection with the purchase of the Shares and the advisability
of filing of the Election under Section 83(b) of the Code. A form of Election under Section 83(b) is attached hereto as Exhibit
C-4 for reference.


PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b)
OF THE CODE, EVEN IF PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S BEHALF.


9.             Representations. Purchaser has reviewed with his or her own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Agreement. Purchaser is relying solely on such advisors
and not on any statements or representations of the Company or any of its agents. Purchaser understands that he or she (and not
the Company) shall be responsible for his or her own tax liability that may arise as a result of this investment or the transactions
contemplated by this Agreement.


10.           Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by reference. The Plan, the
Option Agreement, the Exercise Notice, this Agreement, and the Investment Representation Statement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser’s
interest except by means of a writing signed by the Company and Purchaser. This Agreement is governed by the internal substantive
laws but not the choice of law rules of California.


(signature
page follows)




    	-4-



    	 



    



Purchaser
represents that he or she has read this Agreement and is familiar with its terms and provisions. Purchaser hereby agrees to accept
as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Agreement.


IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth above.


		 	
	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	        Bastian Lehmann
	Print Name	 	Print Name
	 	 	 
	 	 	        President
	 	 	Title
	 	 	 
	Residence Address	 	
	 	 	 
	Dated:________________________________________	 	 








    	-5-



    	 



    

EXHIBIT
C-2 


 


ASSIGNMENT
SEPARATE FROM CERTIFICATE


FOR
VALUE RECEIVED I, __________________________, hereby sell, assign and transfer unto Postmates Inc. _____________ shares of the
Common Stock of Postmates Inc. standing in my name of the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint __________________________ to transfer the said stock on the books
of the within named corporation with full power of substitution in the premises.


This
Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement between Postmates Inc. and the undersigned
dated ______________, _____ (the “Agreement”).


 


 




	Dated:_________________,
    ___________________	 	Signature:_____________________________________




 


INSTRUCTIONS:
Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise
its “repurchase option,” as set forth in the Agreement, without requiring additional signatures on the part of the
Purchaser.




    	 



    	 



    

EXHIBIT
C-3


JOINT
ESCROW INSTRUCTIONS


_________________,
____


Corporate
Secretary

Postmates Inc.


425
Market Street, 8th Floor


San
Francisco, CA 94105





Dear
_________________:


As
Escrow Agent for both Postmates Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the “Purchaser”),
you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted
Stock Purchase Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following
instructions:


1.                 
In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”)
exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Purchaser and you a written
notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the
principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction
contemplated by such notice in accordance with the terms of said notice.


2.                 
At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to
fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing
the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase
price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise
of the Company’s repurchase option.


3.                 
Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held
by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably
constitute and appoint you as Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein
contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications
for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a stockholder of the Company while the stock is held by you.


4.                 
Upon written request of the Purchaser, but no more than once per calendar year, unless the Company’s repurchase option
has been exercised, you shall deliver to Purchaser a certificate or certificates representing so many shares of stock as are not
then subject to the Company’s repurchase option. Within one hundred and twenty (120) days after cessation of Purchaser’s
continuous employment by or services to the Company, or any parent or subsidiary of the Company, you shall deliver to Purchaser
a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased
by the Company or its assignees pursuant to exercise of the Company’s repurchase option.



    	 



    	 



    



5.                 
If at the time of termination of this escrow you should have in your possession any documents, securities, or other property
belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder.


6.                 
Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.


7.                 
You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall
be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been
signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder
as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to
the advice of your own attorneys shall be conclusive evidence of such good faith.


8.                 
You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other
person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and
obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall
not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding
any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered
without jurisdiction.


9.                 
You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering
or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.


10.             
You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow
Instructions or any documents deposited with you.


11.             
You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in
connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation
therefor.


12.             
Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company
or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor
Escrow Agent.


13.             
If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations
in respect hereto, the necessary parties hereto shall join in furnishing such instruments.



    	-2-



    	 



    



14.             
It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession
of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone
all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties
concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and
no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.


15.             
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed
to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate
by ten (10) days’ advance written notice to each of the other parties hereto.


16.             
By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions;
you do not become a party to the Agreement.


17.             
This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and
permitted assigns.


18.             
These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of
California.


 





	PURCHASER	 	POSTMATES INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	       Bastian Lehmann
	Print Name	 	Print Name
	 	 	 
	 	 	       President
	 	 	Title
	 	 	 
	Residence Address	 	 
	 	 	 
	 	 	 
	ESCROW AGENT	 	 
	 	 	 
	Corporate Secretary	 	 
	 	 	 
	Dated:_________________________________________	 	 








    	-3-



    	 



    

EXHIBIT
C-4


ELECTION
UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986


The
undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the Internal Revenue Code of 1986, as amended, to include
in taxpayer’s gross income or alternative minimum taxable income, as the case may be, for the current taxable year the amount
of any compensation taxable to taxpayer in connection with taxpayer’s receipt of the property described below.


		1.	The
                                         name, address, taxpayer identification number and taxable year of the undersigned are
                                         as follows:






	 	 	TAXPAYER	 	SPOUSE
	 	 	 	 	 
	NAME:	 	 	 	 
	 	 	 	 	 
	ADDRESS:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	TAX ID NO.:	 	 	 	 
	TAXABLE YEAR:	 	___________	 	 






		2.	The
                                         property with respect to which the election is made is described as follows: __________ shares
                                         (the “Shares”) of the Common Stock of Postmates Inc. (the “Company”).



		3.	The
                                         date on which the property was transferred is:___________________ ,______.



		4.	The
                                         property is subject to the following restrictions:



The
Shares may not be transferred and are subject to forfeiture under the terms of an agreement between the taxpayer and the Company.
These restrictions lapse upon the satisfaction of certain conditions contained in such agreement.


		5.	The
                                         Fair Market Value at the time of transfer, determined without regard to any restriction
                                         other than a restriction which by its terms shall never lapse, of such property is: $_________________.



		6.	The
                                         amount (if any) paid for such property is: $_________________.



The
undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s
receipt of the above-described property. The transferee of such property is the person performing the services in connection with
the transfer of said property.


The
undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.





	Dated:_______________________, _____________	 	 
	 	 	Taxpayer
	 	 	 
	The undersigned spouse of taxpayer
    joins in this election.
	 	 	 
	Dated:______________________, ______________	 	 
	 	 	Spouse of Taxpayer



 




    	 



     


    

POSTMATES
INC.


2011
EQUITY INCENTIVE PLAN


STOCK
OPTION AGREEMENT


Unless
otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined
meanings in this Stock Option Agreement (the “Option Agreement”).


 


		1.	NOTICE OF STOCK OPTION
GRANT






	Name:	«Name»
	 	 
	Address:	 
	 	 







The
undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions
of the Plan and this Option Agreement, as follows:


 


	Date
    of Grant:	 
	Vesting
    Commencement Date:	«Vest_Date»
	Exercise
    Price per Share:	$1.84
	Total
    Number of Shares Granted:	«Shares»
	Total
    Exercise Price:	$«Total_Price»
	Type
    of Option:	X	Incentive
    Stock Option
	 	 	Nonstatutory
    Stock Option
	Term/Expiration
    Date:	 


Vesting
Schedule:


This
Option shall be exercisable, in whole or in part, according to the following vesting schedule:


Twenty-five
percent (25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date,
and one forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day
of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to
Participant continuing to be a Service Provider through each such date.


Termination
Period:


This
Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is
due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant
ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration
Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.



    	 



    	 



    



		2.	AGREEMENT



(a)           Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock
Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number
of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option
Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and
this Option Agreement, the terms and conditions of the Plan shall prevail.


If
designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000
rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if
for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such
Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company
or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other
person) due to the failure of the Option to qualify for any reason as an ISO.


(b)           Exercise of Option.


(i)              Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set
out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.


(ii)             Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which
shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable
tax withholding. Subject to Section 2(f), this Option shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding. 


(c)           Participant’s Representations. In the event the Shares have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the
Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation
Statement in the form attached hereto as Exhibit B.


(d)          Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into
any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for
a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed
one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities
Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the
publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited
to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto). 



    	-2-



    	 



    



Participant
agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company
or the representative of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within
ten (10) days of such request, such information as may be required by the Company or such representative in connection with the
completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities
Act. The obligations described in this Section 2(d) shall not apply to a registration relating solely to employee benefit plans
on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission
Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer
instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end
of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section 2(d).


(e)           Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof,
at the election of the Participant:


(i)               cash; 


(ii)              check;


(iii)             consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with
the Plan; or 


(iv)             surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be
owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion
of the Administrator, shall not result in any adverse accounting consequences to the Company.


(f)            Restrictions on Exercise; Additional Conditions to Issuance of Shares. This Option may not be exercised until such
time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or
the method of payment of consideration for such Shares would constitute a violation of any Applicable Law. If at any time the
Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange
or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate) pursuant to the exercise of the Option, such issuance
will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. Where the Company determines that the issuance of the Shares pursuant to
the exercise of the Option will violate federal securities laws or other Applicable Laws, including, but not limited to, Rule
701 of the Securities Act if the Company is relying on the exemption from registration provided pursuant to Rule 701, the Company
will defer delivery of the Shares until the earliest date at which the Company reasonably anticipates that the delivery of Shares
will no longer cause such violation. For income tax purposes the Shares shall be considered transferred to Participant on the
date on which the Option is validly exercised with respect to such Shares, provided the exercise complies with Applicable Laws.



    	-3-



    	 



    



(g)           Non-Transferability of Option. 


(i)              This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of Participant.


(ii)             Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or
after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options
under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”),
Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than
(i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic
relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance
End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise
transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted
in clauses (i) and (ii) of this paragraph. 


(h)           Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and
may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.


(i)            Tax Obligations.


(i)              Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding
requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise
and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


(ii)             Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if
Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the
date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately
notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding
by the Company on the compensation income recognized by Participant. 


(iii)            Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior
to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is
determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date
of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount
option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty
percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also
result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot
and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market
Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was
granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant
shall be solely responsible for Participant’s costs related to such a determination.



    	-4-



    	 



    



(j)            Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Option
Agreement is governed by the internal substantive laws but not the choice of law rules of California.


(k)           No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY
EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER.
PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE
SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY
(OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER
AT ANY TIME, WITH OR WITHOUT CAUSE.


(signature
page follows)




    	-5-



    	 



    

Participant
acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option
in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations
of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company
upon any change in the residence address indicated below.





	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	Signature	 	By
	 	 	 
	         «Name»	 	        Bastian
    Lehmann
	Print Name	 	Print Name
	 	 	 
	 	 	        President
	 	 	Title
	 	 	 
	Residence Address	 	 



 


[Signature
Page to Stock Option Agreement]






    	 



    	 



    

EXHIBIT
A


 


2011
EQUITY INCENTIVE PLAN


 


EXERCISE
NOTICE


 


Postmates
Inc.


425 Market Street,
8th Floor


San Francisco,
CA 94105


 


Attention: Chief
Executive Officer


1.             Exercise of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby
elects to exercise Participant’s option (the “Option”) to purchase ________________ shares of the Common
Stock (the “Shares”) of Postmates Inc. (the “Company”) under and pursuant to the 2011 Equity Incentive
Plan (the “Plan”) and the Stock Option Agreement dated ______________, _____ (the “Option Agreement”).


2.             Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set
forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


3.             Representations of Participant. Participant acknowledges that Participant has received, read and understood the
Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.


4.             Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The
Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement.
No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as
provided in Section 13 of the Plan.


5.             Company’s Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes
referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation
of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions
set forth in this Section 5 (the “Right of First Refusal”).


(a)             Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred
to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer
the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its
assignee(s).


(b)             Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company
and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares
proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with
subsection (c) below.



    	 



    	 



    



(c)             Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its
assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash,
the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


(d)             Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by
check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase
by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in
the manner and at the times set forth in the Notice.


(e)             Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed
Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell
or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such
sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in
writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee.
If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be
given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares
held by the Holder may be sold or otherwise transferred.


(f)              Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding,
the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or
intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall
be exempt from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse, lineal
descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and
hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section 5.


(g)             Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier
of (i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor
corporation has equity securities that are publicly traded. 


6.             Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


7.             Restrictive Legends and Stop-Transfer Orders.


(a)             Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends
substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by the Company or by state or federal securities laws:



    	-2-



    	 



    



THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
ON TRANSFEREES OF THESE SHARES.


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE
OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT
THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


(b)             Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if
the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.


(c)             Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been
sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of
such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have
been so transferred.


8.             Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple
assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions
on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators,
successors and assigns.


9.             Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant
or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution
of such a dispute by the Administrator shall be final and binding on all parties.


10.           Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice
of law rules, of California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.



    	-3-



    	 



    



11.           Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing
signed by the Company and Participant.


 


	Submitted by:	 	Accepted by:
	 	 	 
	PARTICIPANT	 	POSTMATES INC.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	«Name»	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	  
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	425 Market Street, 8th Floor
	 	 	San Francisco, CA 94105
	 	 	 
	 	 	 
	 	 	Date Received






    	-4-



    	 



    

EXHIBIT
B


INVESTMENT
REPRESENTATION STATEMENT


 


	PARTICIPANT	:	«Name»
	 	 	 
	COMPANY	            :            	POSTMATES INC.
	 	 	 
	SECURITY	:	COMMON STOCK
	 	 	 
	AMOUNT	:	 
	 	 	 
	DATE	:	 








In
connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


1.             Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities
for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


2.             Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities
Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection,
Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for
the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the
market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands
that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption
from such registration is available. Participant further acknowledges and understands that the Company is under no obligation
to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any
legend required under applicable state securities laws.


3.             Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act,
which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if
the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from
registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off
agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable
conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information
about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations,
(3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market
maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of
1934) and (4) the timely filing of a Form 144, if applicable.



    	 



    	 



    



In
the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be
resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability
of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase
and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities
by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.


4.             Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant
to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available
for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their
own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available
in such event.


	 	 
	 	PARTICIPANT
	 	 
	 	Signature
	 	 
	 	«Name»
	 	Print Name
	 	 
	 	Date




    



    	 	-2-	 



     


    

 


POSTMATES
INC.


2011
EQUITY INCENTIVE PLAN


RESTRICTED
STOCK UNIT GRANT NOTICE


Postmates
Inc., a Delaware corporation, (the “Company”), pursuant to its 2011 Equity Incentive Plan (as may be
amended from time to time, the “Plan”), hereby grants to the individual listed below (“Participant”)
an award of Restricted Stock Units (“RSUs”). Each vested RSU represents the right to receive, in accordance
with this Grant Notice and the Restricted Stock Unit Agreement attached hereto as Exhibit A (together, the “Agreement”),
one share of the common stock of the Company (“Common Stock”). This award of RSUs is subject to all
of the terms and conditions set forth herein and in the Agreement and the Plan, each of which is incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.


	Participant:	[__________________________]
	Grant
    Date:	[__________________________]
	Total
    Number of RSUs:	[_____________]
    
	Vesting
    Commencement Date:	[_____________]
	Settlement
    of RSUs:	On,
    or within ten (10) days following, the Vesting Date in respect of an RSU, the Company shall deliver one share of Common Stock
    with respect to such RSU.
	Vesting
    Schedule:	The
    RSUs shall be eligible to vest as of the first to occur of (i) immediately following the Closing (as defined in that certain
    Agreement and Plan of Merger, by and among the Company, Uber Technologies, Inc. and certain other parties, dated as of July
    5, 2020 (the “Merger Agreement”)) or (ii) the termination of the Merger Agreement without the occurrence
    of the Closing in accordance with its terms, subject to Participant continuing to constitute a Service Provider through such
    date (such the earlier of such dates, the “Initial Date”).  Following the occurrence of the
    Initial Date, the RSUs shall vest in accordance with the following schedule, subject to Participant continuing to constitute
    a Service Provider through the applicable date: 25% of the RSUs shall vest on the first anniversary of the Vesting Commencement
    Date and 1/16th of the RSUs shall vest on each quarterly anniversary of the Vesting Commencement Date thereafter
    (such schedule, the “Service Vesting Schedule”); provided that any RSUs that would have vested
    under the Service Vesting Schedule prior to the Initial Date shall instead vest on the occurrence of the Initial Date (subject
    to Participant continuing to constitute a Service Provider through such date).  For the avoidance of doubt, in no event
    with the RSUs will eligible to vest prior to the Initial Date, unless otherwise provided by the Administrator, and in the
    event Participant ceases to constitute a Service Provider for any reason prior to the Initial Date (even if a portion of the
    Service Vesting Schedule has been satisfied), then 100% of the RSUs shall be forfeited and cease to be outstanding for no
    consideration. The date an RSU vests in accordance with this paragraph shall constitute the “Vesting Date”
    of such RSU.





    	 



    	 



    

By
his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. Participant
has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Agreement and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan and this
Agreement.


	POSTMATES
    INC.:Participant:	 	PARTICIPANT:
	By:		 	By:	
	Print
    Name:		 	Print
    Name:  	
	Title:		 	  	 
	Address:		 	Address:	
	 	 	 	 	 




    	 



    	 



    

EXHIBIT
A


 


TO
RESTRICTED STOCK UNIT GRANT NOTICE


RESTRICTED
STOCK UNIT AGREEMENT


1.             Grant. Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) to which
this Restricted Stock Unit Agreement (the “Agreement”) is attached, Postmates Inc., a Delaware corporation
(the “Company”), has granted to the individual set forth in the Grant Notice (the “Participant”)
that number of RSUs set forth in the Grant Notice under its 2011 Equity Incentive Plan, as may be amended from time to time (the
“Plan”), as set forth in the Grant Notice, subject to all of the terms and conditions contained in this
Agreement, the Grant Notice and the Plan. All capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Plan and the Grant Notice unless the context clearly indicates otherwise. Notwithstanding anything to the contrary
anywhere else in this Agreement, this grant of RSUs is subject to the terms and provisions of the Plan, which is incorporated
herein by reference and which shall control in the event of any inconsistency between this Agreement and the Plan.


2.             RSUs. On each Vesting Date, the Participant shall become entitled to receive one share of Common Stock with respect
to each RSU that vests on such Vesting Date, and such shares shall be issued to the Participant on or within the Short Term Deferral
Period following such Vesting Date. For the purposes hereof, the “Short Term Deferral Period” for an
RSU shall mean the period of time commencing on the date the “substantial risk of forfeiture” within the meaning of
Section 409A of the Code lapses in respect of such RSU and ending on March 15 of the calendar year following the calendar year
of such lapse. Unless and until an RSU vests, the Participant will have no right to settlement in respect of any such RSU. Prior
to actual settlement in respect of any vested RSU, such RSU will represent an unsecured obligation of the Company, payable (if
at all) only from the general assets of the Company.


3.             Vesting and Forfeiture. Subject to the below, the RSUs shall vest in accordance with the Vesting Schedule set forth
in the Grant Notice. Notwithstanding the foregoing, in the event the Participant ceases to be Service Provider for any reason,
all RSUs that have not had a Vesting Date on or prior to the date of such cessation of service shall be immediately forfeited
by the Participant as of the date of such cessation of service without any payment of consideration therefor; provided, that in
the event any RSUs are eligible for accelerated vesting upon delivery to the Company of a release of claims, such RSUs shall not
forfeit unless such release of claims is not timely delivered to the Company or is revoked.


4.             Tax Withholding. The Company shall have the authority and the right to deduct or withhold, or to require the Participant
to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s
employment tax obligations, if any) required by law to be withheld with respect to any taxable event arising in connection with
the RSUs and/or the shares of Common Stock pursuant to Section 14 of the Plan. The Company shall not be obligated to deliver shares
of Common Stock (whether in book entry or certificated form) to the Participant or the Participant’s legal representative
unless and until the Participant shall have paid or otherwise satisfied in full the amount of all federal, state and local withholding
taxes applicable to the taxable income of the Participant arising in connection with the RSUs and/or the shares of Common Stock.
In the event the shares of Common Stock are not publicly traded as of the settlement date of the RSUs, then, in full satisfaction
of the withholding taxes due in connection with the settlement of the RSUs, the Participant shall have the right to require the
Company to withhold that number of shares of Common Stock otherwise issuable in settlement of the RSUs as of such date having
a Fair Market Value equal to the withholding taxes due in connection with the settlement, such withholding to be calculated using
maximum statutory tax rates.



    	A-1



    	 



    



5.             Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have
any of the rights or privileges of a stockholder of the Company in respect of any shares of Common Stock that may become deliverable
hereunder unless and until certificates representing such shares of Common Stock shall have been issued, recorded on the records
of the Company or its transfer agents or registrars, and delivered in certificate or book entry form to the Participant or any
person claiming under or through the Participant.


6.             Non-Transferability. Except as may be expressly determined by the Administrator, neither the RSUs nor any interest
or right therein may be transferred in any manner except by will or by the laws of descent or distribution. The terms of this
Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.


7.             Distribution of Shares. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this
Agreement in the form of shares of Common Stock unless such shares of Common Stock issuable upon such payment are then registered
under the Securities Act or, if such shares of Common Stock are not then so registered, the Administrator has determined that
such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Company shall
not be required to issue or deliver any shares of Common Stock (whether in certificated or book-entry form) pursuant to this Agreement
prior to the fulfillment of the conditions set forth in the Plan. In addition, if at any time the Company determines, in its discretion,
that the listing, registration or qualification of the shares of Common Stock or other securities under any Applicable Law, or
the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition to the issuance of
shares of Common Stock or other securities to the Participant (or his or her estate, as applicable), such issuance will not occur
unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any
conditions not acceptable to the Company. The Company will use reasonable efforts to meet the requirements of any such Applicable
Laws and to obtain any such consent or approval of any such governmental authority.


8.             Lock-Up Period. The Participant hereby agrees that the Participant shall not offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter
into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any Common Stock (or other securities) of the Company held by the Participant (other than those included in the registration)
for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed
one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities
Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the
publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited
to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto).



    	A-2



    	 



    



The
Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter
which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the
Company or the representative of the underwriters of Common Stock (or other securities) of the Company, the Participant shall
provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection
with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under
the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely
to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction
until the end of said one hundred and eighty (180) day (or other) period. The Participant agrees that any transferee of the RSUs
or shares acquired pursuant to the settlement of the RSUs shall be bound by this Section 8.


9.             Securities Law Compliance. The Participant agrees and acknowledges that the Participant will not transfer in any
manner the shares of Common Stock or other securities issued pursuant to the RSUs granted by this Agreement unless (i) the transfer
is pursuant to an effective registration statement under the Securities Act, or the rules and regulations in effect thereunder,
or (ii) counsel for the Company shall have reasonably concluded that no such registration is required because of the availability
of an exemption from registration under the Securities Act. To the extent permitted by any Applicable Laws, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such Applicable Laws.


10.           No Effect on Service Provider Status. Nothing in this Agreement or in the Plan shall confer upon the Participant
any right to continue to serve as a Director, Employee or Consultant of the Company or any Parent or Subsidiary thereof, or shall
interfere with or restrict in any way the rights of the Company or any Parent or Subsidiary thereof, which rights are hereby expressly
reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in a written agreement between the Participant and the Company or any Parent or Subsidiary thereof.


11.           Severability. In the event that any provision in this Agreement is held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Agreement, which shall remain in full force and effect.


12.           Investment Representations. The Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf
of the Participant and his or her spouse or domestic partner, if applicable, that (i) the Participant is holding the RSUs for
the Participant’s own account, and not for the account of any other person, and (ii) the Participant is holding the RSUs
for investment and not with a view to distribution or resale thereof except in compliance with Applicable Laws regulating securities.


13.           Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences in connection
with the RSUs granted pursuant to this Agreement. The Participant represents that the Participant has consulted with any tax consultants
that the Participant deems advisable in connection with the RSUs and that the Participant is not relying on the Company for tax
advice.


14.           Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator.


15.           Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform
to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated
by the Securities and Exchange Commission thereunder, and all applicable state securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform
to such laws, rules and regulations. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.



    	A-3



    	 



    



16.           Code Section 409A. The RSUs are not intended to constitute “nonqualified deferred compensation” within
the meaning of Section 409A of the Code (together with all related Department of Treasury guidance, “Section 409A”).
However, notwithstanding any other provision of the Plan, this Agreement or the Grant Notice to the contrary, if the Administrator
determines that the RSUs or any amounts payable under this Agreement may be subject to Section 409A, the Administrator may adopt
such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies or procedures (including amendments, policies
and procedures with retroactive effective), or take any other action that the Administrator determines to be necessary or appropriate
to either (a) exempt the amounts payable under this Agreement from Section 409A and/or preserve the intended tax treatment
of such amounts, or (b) comply with the requirements of Section 409A; provided, however, that nothing in this Section
16 shall create any obligation on the part of the Company to adopt any such amendment or take any other action.


17.           Adjustments. The Participant acknowledges that the RSUs are subject to modification and termination in certain events
as provided in this Agreement and Section 13 of the Plan.


18.           Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given
upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to
the Participant to his or her address shown in the Company records, and to the Company at its principal executive office, or to
such other address as either party may designate in writing from time to time to the other party.


19.           Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
contained herein, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors
and assigns.


20.           Governing Law. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of
California.


21.           Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or
construction of this Agreement.



 




    	A-4



     


    

 


POSTMATES
INC.


2011
EQUITY INCENTIVE PLAN


RESTRICTED
STOCK UNIT GRANT NOTICE


Postmates
Inc., a Delaware corporation, (the “Company”), pursuant to its 2011 Equity Incentive Plan (as may be
amended from time to time, the “Plan”), hereby grants to the individual listed below (“Participant”)
an award of Restricted Stock Units (“RSUs”). Each vested RSU represents the right to receive, in accordance
with this Grant Notice and the Restricted Stock Unit Agreement attached hereto as Exhibit A (together, the “Agreement”),
one share of the common stock of the Company (“Common Stock”). This award of RSUs is subject to all
of the terms and conditions set forth herein and in the Agreement and the Plan, each of which is incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.


	Participant:	[__________________________]
	Grant
    Date:	[__________________________]
	Total
    Number of RSUs:	[_____________]
    
	Vesting
    Commencement Date:	[_____________]
	Settlement
    of RSUs:	On,
    or within ten (10) days following, the Vesting Date in respect of an RSU, the Company shall deliver one share of Common Stock
    with respect to such RSU.
	Vesting
    Schedule:	Two-thirds
    (2/3rds) of the RSUs initially subject hereto shall vest immediately prior to the Closing (as defined in that certain
    Agreement and Plan of Merger entered into as of July 5, 2020 among Uber Technologies, Inc., the Company and the other parties
    thereto (the “Merger Agreement”)) and one-third (1/3rd) of the RSUs initially subject
    hereto shall vest on the four (4) month anniversary of the Closing Date (as defined in the Merger Agreement), in each case,
    subject to the Participant continuing to constitute a Service Provider through the applicable vesting date.  Notwithstanding
    the foregoing, all of the RSUs shall vest to the extent provided in, and subject to the terms and conditions of, the Change
    in Control Severance Agreement between the Company and Participant.  The date an RSU vests in accordance with this
    paragraph shall constitute the “Vesting Date” of such RSU.





    	 



    	 



    

By
his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan and this Agreement. Participant
has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing
this Agreement and fully understands all provisions of this Agreement and the Plan. Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan and this
Agreement.


	POSTMATES
    INC.:Participant:	 	PARTICIPANT:
	 	 	 
	By:		 	By:	
	Print
    Name:		 	Print
    Name:  	
	Title:		 	  	 
	Address:		 	Address:	




    	 



    	 



    

EXHIBIT
A


 


TO
RESTRICTED STOCK UNIT GRANT NOTICE


RESTRICTED
STOCK UNIT AGREEMENT


1.              Grant. Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) to which
this Restricted Stock Unit Agreement (the “Agreement”) is attached, Postmates Inc., a Delaware corporation
(the “Company”), has granted to the individual set forth in the Grant Notice (the “Participant”)
that number of RSUs set forth in the Grant Notice under its 2011 Equity Incentive Plan, as may be amended from time to time (the
“Plan”), as set forth in the Grant Notice, subject to all of the terms and conditions contained in this
Agreement, the Grant Notice and the Plan. All capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Plan and the Grant Notice unless the context clearly indicates otherwise. Notwithstanding anything to the contrary
anywhere else in this Agreement, this grant of RSUs is subject to the terms and provisions of the Plan, which is incorporated
herein by reference and which shall control in the event of any inconsistency between this Agreement and the Plan.


2.              RSUs. On each Vesting Date, the Participant shall become entitled to receive one share of Common Stock with respect
to each RSU that vests on such Vesting Date, and such shares shall be issued to the Participant on or within the Short Term Deferral
Period following such Vesting Date. For the purposes hereof, the “Short Term Deferral Period” for an
RSU shall mean the period of time commencing on the date the “substantial risk of forfeiture” within the meaning of
Section 409A of the Code lapses in respect of such RSU and ending on March 15 of the calendar year following the calendar year
of such lapse. Unless and until an RSU vests, the Participant will have no right to settlement in respect of any such RSU. Prior
to actual settlement in respect of any vested RSU, such RSU will represent an unsecured obligation of the Company, payable (if
at all) only from the general assets of the Company.


3.              Vesting and Forfeiture. Subject to the below, the RSUs shall vest in accordance with the Vesting Schedule set forth
in the Grant Notice. Notwithstanding the foregoing, in the event the Participant ceases to be Service Provider for any reason,
all RSUs that have not satisfied the Service-Based Requirement on or prior to the date of such cessation of service shall be immediately
forfeited by the Participant as of the date of such cessation of service without any payment of consideration therefor, provided,
that in the event any RSUs are eligible for accelerated vesting upon delivery to the Company of a release of claims, such RSUs
shall not forfeit unless such release of claims is not timely delivered to the Company or is revoked.


4.              Tax Withholding. The Company shall have the authority and the right to deduct or withhold, or to require the Participant
to remit to the Company, an amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s
employment tax obligations, if any) required by law to be withheld with respect to any taxable event arising in connection with
the RSUs and/or the shares of Common Stock pursuant to Section 14 of the Plan. The Company shall not be obligated to deliver shares
of Common Stock (whether in book entry or certificated form) to the Participant or the Participant’s legal representative
unless and until the Participant shall have paid or otherwise satisfied in full the amount of all federal, state and local withholding
taxes applicable to the taxable income of the Participant arising in connection with the RSUs and/or the shares of Common Stock.
In the event the shares of Common Stock are not publicly traded as of the settlement date of the RSUs, then, in full satisfaction
of the withholding taxes due in connection with the settlement of the RSUs, the Participant shall have the right to require the
Company to withhold that number of shares of Common Stock otherwise issuable in settlement of the RSUs as of such date having
a Fair Market Value equal to the withholding taxes due in connection with the settlement, such withholding to be calculated using
maximum statutory tax rates.



    	A-1



    	 



    



5.              Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have
any of the rights or privileges of a stockholder of the Company in respect of any shares of Common Stock that may become deliverable
hereunder unless and until certificates representing such shares of Common Stock shall have been issued, recorded on the records
of the Company or its transfer agents or registrars, and delivered in certificate or book entry form to the Participant or any
person claiming under or through the Participant.


6.              Non-Transferability. Except as may be expressly determined by the Administrator, neither the RSUs nor any interest
or right therein may be transferred in any manner except by will or by the laws of descent or distribution. The terms of this
Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.


7.              Distribution of Shares. Notwithstanding anything herein to the contrary, (a) no payment shall be made under this
Agreement in the form of shares of Common Stock unless such shares of Common Stock issuable upon such payment are then registered
under the Securities Act or, if such shares of Common Stock are not then so registered, the Administrator has determined that
such payment and issuance would be exempt from the registration requirements of the Securities Act, and (b) the Company shall
not be required to issue or deliver any shares of Common Stock (whether in certificated or book-entry form) pursuant to this Agreement
prior to the fulfillment of the conditions set forth in the Plan. In addition, if at any time the Company determines, in its discretion,
that the listing, registration or qualification of the shares of Common Stock or other securities under any Applicable Law, or
the consent or approval of any governmental regulatory authority, is necessary or desirable as a condition to the issuance of
shares of Common Stock or other securities to the Participant (or his or her estate, as applicable), such issuance will not occur
unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any
conditions not acceptable to the Company. The Company will use reasonable efforts to meet the requirements of any such Applicable
Laws and to obtain any such consent or approval of any such governmental authority.


8.              Lock-Up Period. The Participant hereby agrees that the Participant shall not offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter
into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of any Common Stock (or other securities) of the Company held by the Participant (other than those included in the registration)
for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed
one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities
Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the
publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited
to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto).



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The
Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter
which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the
Company or the representative of the underwriters of Common Stock (or other securities) of the Company, the Participant shall
provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection
with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under
the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee
benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely
to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction
until the end of said one hundred and eighty (180) day (or other) period. The Participant agrees that any transferee of the RSUs
or shares acquired pursuant to the settlement of the RSUs shall be bound by this Section 8.


9.              Securities Law Compliance. The Participant agrees and acknowledges that the Participant will not transfer in any
manner the shares of Common Stock or other securities issued pursuant to the RSUs granted by this Agreement unless (i) the transfer
is pursuant to an effective registration statement under the Securities Act, or the rules and regulations in effect thereunder,
or (ii) counsel for the Company shall have reasonably concluded that no such registration is required because of the availability
of an exemption from registration under the Securities Act. To the extent permitted by any Applicable Laws, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such Applicable Laws.


10.            No Effect on Service Provider Status. Nothing in this Agreement or in the Plan shall confer upon the Participant
any right to continue to serve as a Director, Employee or Consultant of the Company or any Parent or Subsidiary thereof, or shall
interfere with or restrict in any way the rights of the Company or any Parent or Subsidiary thereof, which rights are hereby expressly
reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in a written agreement between the Participant and the Company or any Parent or Subsidiary thereof.


11.            Severability. In the event that any provision in this Agreement is held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions
of this Agreement, which shall remain in full force and effect.


12.            Investment Representations. The Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf
of the Participant and his or her spouse or domestic partner, if applicable, that (i) the Participant is holding the RSUs for
the Participant’s own account, and not for the account of any other person, and (ii) the Participant is holding the RSUs
for investment and not with a view to distribution or resale thereof except in compliance with Applicable Laws regulating securities.


13.            Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences in connection
with the RSUs granted pursuant to this Agreement. The Participant represents that the Participant has consulted with any tax consultants
that the Participant deems advisable in connection with the RSUs and that the Participant is not relying on the Company for tax
advice.


14.            Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator.


15.            Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform
to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated
by the Securities and Exchange Commission thereunder, and all applicable state securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform
to such laws, rules and regulations. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended
to the extent necessary to conform to such laws, rules and regulations.



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16.            Code Section 409A. The RSUs are not intended to constitute “nonqualified deferred compensation” within
the meaning of Section 409A of the Code (together with all related Department of Treasury guidance, “Section 409A”).
However, notwithstanding any other provision of the Plan, this Agreement or the Grant Notice to the contrary, if the Administrator
determines that the RSUs or any amounts payable under this Agreement may be subject to Section 409A, the Administrator may adopt
such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies or procedures (including amendments, policies
and procedures with retroactive effective), or take any other action that the Administrator determines to be necessary or appropriate
to either (a) exempt the amounts payable under this Agreement from Section 409A and/or preserve the intended tax treatment
of such amounts, or (b) comply with the requirements of Section 409A; provided, however, that nothing in this Section
16 shall create any obligation on the part of the Company to adopt any such amendment or take any other action.


17.            Adjustments. The Participant acknowledges that the RSUs are subject to modification and termination in certain events
as provided in this Agreement and Section 13 of the Plan.


18.            Notices. Notices required or permitted hereunder shall be given in writing and shall be deemed effectively given
upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed to
the Participant to his or her address shown in the Company records, and to the Company at its principal executive office, or to
such other address as either party may designate in writing from time to time to the other party.


19.            Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees,
and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
contained herein, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors
and assigns.


20.            Governing Law. This Agreement is governed by the internal substantive laws, but not the choice of law rules, of
California.


21.            Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or
construction of this Agreement.




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