Exhibit
10.13


 


Aeva,
INC.


 


2016
STOCK INCENTIVE PLAN


 


(as of November 18,
2020)


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


(dd) “Plan”
means this 2016 Stock Incentive Plan.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


3. Stock Subject
to the Plan.


 


(a) Subject to the provisions
of Section 10 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards (including Incentive
Stock Options) is one million three hundred fifty thousand (1,350,000)1
Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.


 


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


 


4. Administration
of the Plan.


 


(a) Plan Administrator.


 


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


 





 






1
Subsequently increased to 2,430,656 Shares.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


6. Terms and Conditions
of Awards.


 


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


 


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


 


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


 






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


 


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


 


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


 


(g) Individual Limitations
on Awards.


 


(i) Individual Option
and SAR Limit. Following the date that the exemption from application of Section 162(m) of the Code described in Section 19
(or any exemption having similar effect) ceases to apply to Awards, the maximum number of Shares with respect to which Options
and SARs may be granted to any Grantee in any calendar year shall be six hundred seventy-five thousand (675,000) Shares. In connection
with a Grantee’s commencement of Continuous Service, a Grantee may be granted Options and SARs for up to an additional three
hundred thirty seven thousand five hundred (337,500) Shares which shall not count against the limit set forth in the previous sentence.
The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization
pursuant to Section 10, below. To the extent required by Section 162(m) of the Code or the regulations thereunder, in
applying the foregoing limitations with respect to a Grantee, if any Option or SAR is canceled, the canceled Option or SAR shall
continue to count against the maximum number of Shares with respect to which Options and SARs may be granted to the Grantee. For
this purpose, the repricing of an Option (or in the case of a SAR, the base amount on which the stock appreciation is calculated
is reduced to reflect a reduction in the Fair Market Value of the Common Stock) shall be treated as the cancellation of the existing
Option or SAR and the grant of a new Option or SAR.


 






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(ii) Individual
Limit for Restricted Stock and Restricted Stock Units. Following the date that the exemption from application of Section 162(m)
of the Code described in Section 19 (or any exemption having similar effect) ceases to apply to Awards, for awards of Restricted
Stock and Restricted Stock Units that are intended to be Performance-Based Compensation, the maximum number of Shares with respect
to which such Awards may be granted to any Grantee in any calendar year shall be six hundred seventy-five thousand (675,000) Shares.
The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization
pursuant to Section 10, below.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(i) cash;


 






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(ii) check;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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8. Exercise of Award.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


9. Conditions Upon
Issuance of Shares.


 


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


 


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


 


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


 






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11. Corporate Transactions


 


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


 


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


 


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


 


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


 


13. Amendment, Suspension
or Termination of the Plan.


 


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


 






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


 


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


 


14. Reservation
of Shares.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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