Exhibit 10.4


 


PARTS iD, INC.


STOCK OPTION AGREEMENT


(For U.S. Participants)


 


Parts iD, Inc. (the
“Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant
Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option
(the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant
Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and
conditions of the Parts iD, Inc. 2020 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant,
the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges
receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan
and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares
issuable pursuant to the Option (the “Plan Prospectus”), (b) accepts the Option subject to all of
the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees to accept as binding, conclusive
and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Option Agreement
or the Plan.


 


1.
Definitions and Construction.


 


1.1 Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


1.2 Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision
of this Option Agreement. 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.


 


2.
Tax Consequences.


 


2.1 Tax Status of
Option. This Option is intended to have the tax status designated in the Grant Notice.


 


(a) Incentive
Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning
of Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant
should consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary
to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements.
(NOTE TO PARTICIPANT: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee
(other than by reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option
will be treated as a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422
of the Code.)


 




     


     


    

 


(b) Nonstatutory
Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not
be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2 ISO Fair Market
Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to the extent that the
Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating
Company Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market
Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated
as Nonstatutory Stock Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into
account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with
respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 2.2,
such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment
to the Code. If the Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason
of the limitation set forth in this Section 2.2, the Participant may designate which portion of such Option the Participant
is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option
portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.
(NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option
Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or
any other stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial
Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 


3.
Administration.


 


All questions of interpretation
concerning the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other document employed by the Company
in the administration of the Plan or the Option shall be determined by the Committee. All such determinations by the Committee
shall be final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith.
Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to
the Plan or the Option or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding
sentence) shall be final, binding and conclusive upon all persons having an interest in the Option. Any Officer shall have the
authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility
of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right,
obligation, or election.


 


4.
Exercise of the Option.


 


4.1 Right to Exercise.
Except as otherwise provided herein, the Option shall be exercisable on and after the Initial Vesting Date and prior to the termination
of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares
previously acquired upon exercise of the Option. In no event shall the Option be exercisable for more shares than the Number of
Option Shares, as adjusted pursuant to Section 9.


 




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4.2 Method of Exercise.
Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”)
in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant
in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including
a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide
an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall
be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile
transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company
(including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state
the Participant’s election to exercise the Option, the number of whole shares of Stock for which the Option is being exercised
and such other representations and agreements as to the Participant’s investment intent with respect to such shares as may
be required pursuant to the provisions of this Option Agreement. Further, each Exercise Notice must be received by the Company
prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate
Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the
Company of such electronic or written Exercise Notice and the aggregate Exercise Price.


 


4.3 Payment of Exercise Price.


 


(a) Forms of
Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of
shares of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent; (ii) if
permitted by the Company and subject to the limitations contained in Section 4.3(b), by means of (1) a Cashless Exercise,
(2) a Net-Exercise, or (3) a Stock Tender Exercise; or (iii) by any combination of the foregoing.


 


(b) Limitations
on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s sole and absolute
discretion, to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price
through any of the means described below, including with respect to the Participant notwithstanding that such program or procedures
may be available to others.


 


(i) Cashless Exercise.
A “Cashless Exercise” means the delivery of a properly executed Exercise Notice together with irrevocable
instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of a sale
or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less than the aggregate Exercise
Price for such shares (including, without limitation, through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve System).


 




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(ii) Net-Exercise.
A “Net-Exercise” means the delivery of a properly executed Exercise Notice electing a procedure pursuant
to which (1) the Company will reduce the number of shares otherwise issuable to the Participant upon the exercise of the Option
by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares
with respect to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance
of such aggregate Exercise Price not satisfied by such reduction in the number of whole shares to be issued. Following a Net-Exercise,
the number of shares remaining subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares
issued to the Participant upon such exercise, and (2) the number of shares deducted by the Company for payment of the aggregate
Exercise Price.


 


(iii) Stock Tender
Exercise. A “Stock Tender Exercise” means the delivery of a properly executed Exercise Notice accompanied
by (1) the Participant’s tender to the Company, or attestation to the ownership, in a form acceptable to the Company
of whole shares of Stock having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect
to which the Option is exercised, and (2) the Participant’s payment to the Company in cash of the remaining balance
of such aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A Stock Tender Exercise shall not be permitted
if it would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock. If required by the Company, the Option may not be exercised by tender to the Company, or attestation to the ownership, of
shares of Stock unless such shares either have been owned by the Participant for a period of time required by the Company (and
not used for another option exercise by attestation during such period) or were not acquired, directly or indirectly, from the
Company.


 


4.4 Tax Withholding.


 


(a) In General.
At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by a Participating Company, the
Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to
make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required
to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating
Company Group, if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock
until the tax withholding obligations of the Participating Company Group have been satisfied by the Participant.


 


(b) Withholding
in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion
of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from the shares of Stock
otherwise issuable to the Participant upon such exercise a number of whole shares having a fair market value, as determined by
the Company as of the date of exercise, not in excess of the amount of such tax withholding obligations determined by the applicable
minimum statutory withholding rates if required to avoid liability classification of the Option under generally accepted accounting
principles in the United States.


 




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4.5 Beneficial Ownership
of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit
for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company
has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding
sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.


 


4.6 Restrictions on
Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise
of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to
such securities. The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation
of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange
or market system upon which the Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration
statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable
upon exercise of the Option or (ii) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the
Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities
Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY,
THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company
to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be
necessary to the lawful issuance and sale of any shares subject to the Option 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. As a condition to
the exercise of the Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.


 


4.7 Fractional Shares.
The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


5.
Nontransferability of the Option.


 


During the lifetime of
the Participant, the Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative.
The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance,
or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be
exercised by the Participant’s legal representative or by any person empowered to do so under the deceased Participant’s
will or under the then applicable laws of descent and distribution.


 




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6.
Termination of the Option.


 


The Option shall terminate
and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the
close of business on the last date for exercising the Option following termination of the Participant’s Service as described
in Section 7, or (c) a Change in Control to the extent provided in Section 8.


 


7.
Effect of Termination of Service.


 


7.1 Option Exercisability.
The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested
and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable
time period as determined below and thereafter shall terminate.


 


(a) Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised
and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant
(or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the
date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


(b) Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised
and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s
legal representative or other person who acquired the right to exercise the Option by reason of the Participant’s death at
any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but
in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account
of death if the Participant dies within three (3) months after the Participant’s termination of Service.


 


(c) Termination
for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant’s Service
is terminated for Cause or if, following the Participant’s termination of Service and during any period in which the Option
otherwise would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate
in its entirety and cease to be exercisable immediately upon such termination of Service or act.


 


(d) Other Termination
of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option,
to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service
terminated, may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which
the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


7.2 Extension if Exercise
Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant’s Service for Cause,
if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of
Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the date such exercise
first would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1,
but in any event no later than the Option Expiration Date.


 




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8.
Effect of Change in Control.


 


In the event of a Change
in Control, the Option shall be subject to the definitive agreement entered into by the Company in connection with the Change in
Control. Except to the extent that the Committee determines to cash out the Option in accordance with the Plan, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may,
without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations
under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for
the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following
the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option
Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration
(whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective
date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Stock); provided, however, that if such consideration is not solely common
stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the
exercise of the Option, for each share of Stock subject to the Option, to consist solely of common stock of the Acquiror equal
in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option
shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that
the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time
of the Change in Control.


 


9.
Adjustments for Changes in Capital Structure.


 


Subject to any required
action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in
the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in
the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal
cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments
shall be made in the number, Exercise Price and kind of shares subject to the Option, in order to prevent dilution or enlargement
of the Participant’s rights under the Option. For purposes of the foregoing, conversion of any convertible securities of
the Company shall not be treated as “effected without receipt of consideration by the Company.” Any fractional share
resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number and the Exercise Price
shall be rounded up to the nearest whole cent. In no event may the Exercise Price be decreased to an amount less than the par value,
if any, of the stock subject to the Option. The Committee in its sole discretion, may also make such adjustments in the terms of
the Option to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate.
All adjustments pursuant to this Section shall be determined by the Committee, and its determination shall be final, binding and
conclusive.


 




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10.
Rights as a Stockholder, Director, Employee or Consultant.


 


The Participant shall
have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for
which the Option has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date
is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the Participant
understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating
Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing
in this Option Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere
in any way with any right of the Participating Company Group to terminate the Participant’s Service as a Director, an Employee
or Consultant, as the case may be, at any time.


 


11.
Notice of Sales Upon Disqualifying Disposition.


 


The Participant shall
dispose of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition,
if the Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief
Financial Officer of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1)
year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b)
provide the Company with a description of the circumstances of such disposition. Until such time as the Participant disposes of
such shares in a manner consistent with the provisions of this Option Agreement, unless otherwise expressly authorized by the Company,
the Participant shall hold all shares acquired pursuant to the Option in the Participant’s name (and not in the name of any
nominee) for the one-year period immediately after the exercise of the Option and the two-year period immediately after Date of
Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing
shares acquired pursuant to the Option requesting the transfer agent for the Company’s stock to notify the Company of any
such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue notwithstanding that
a legend has been placed on the certificate pursuant to the preceding sentence.


 


12.
Legends.


 


The Company may at any
time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing
shares of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant
in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates
may include, but shall not be limited to, the following:


 


“THE SHARES EVIDENCED BY
THIS CERTIFICATE WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED
IN SECTION 422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL
TAX TREATMENT AFFORDED TO ISOs, THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE HERE].
SHOULD THE REGISTERED HOLDER ELECT TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER
AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE
INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME (AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED
AS DESCRIBED ABOVE.”


 




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13.
Miscellaneous Provisions.


 


13.1 Termination or
Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided, however, that except as provided
in Section 8 in connection with a Change in Control, no such termination or amendment may have a materially adverse effect
on the Option or any unexercised portion thereof without the consent of the Participant unless such termination or amendment is
necessary to comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be
effective unless in writing.


 


13.2 Further Instruments.
The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Option Agreement.


 


13.3 Binding Effect.
This Option Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors
and assigns.


 


13.4 Delivery of Documents
and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only
upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the
Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified
mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at
the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time
to time to the other party.


 


(a) Description
of Electronic Delivery and Signature. The Plan documents, which may include but do not necessarily include: the Plan, the
Grant Notice, this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s
stockholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may
deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party
involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include
but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering
the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. Any and
all such documents and notices may be electronically signed.


 




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(b) Consent to
Electronic Delivery and Signature. The Participant acknowledges that the Participant has read Section 13.4(a) of this
Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of
the Grant Notice and Exercise Notice, as described in Section 13.4(a). The Participant agrees that any and all such documents
requiring a signature may be electronically signed and that such electronic signature shall have the same effect as handwritten
signature for the purposes of validity, enforceability and admissibility. The Participant acknowledges that he or she may receive
from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company
by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any
documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant
must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic
delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described
in Section 13.4(a) or may change the electronic mail address to which such documents are to be delivered (if the Participant
has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address
by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent
to electronic delivery of documents described in Section 13.4(a).


 


13.5 Integrated Agreement.
The Grant Notice, this Option Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute the entire
understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained
herein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and
the Participating Company Group with respect to such subject matter. To the extent contemplated herein, the provisions of the Grant
Notice, the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect.


 


13.6 Applicable Law.
This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between
Delaware residents entered into and to be performed entirely within the State of Delaware.


 


13.7 Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


 


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