Exhibit 10.7


 


NYIAX, INC.


2016 EQUITY INCENTIVE PLAN


 


Approved by the Board of Directors: September 28,
2016


Approved by the Stockholders: October 14, 2016


 


 1. Establishment, Purpose and Term of Plan.




 


1.1 Establishment. The
NYIAX, Inc. 2016 Equity Incentive Plan (the “Plan”) is hereby established effective as of September
28, 2016 (the “Effective Date”).


 


1.2 Purpose.
The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and
reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the
Company. The Company intends that securities issued pursuant to the Plan be exempt from requirements of registration and qualification
of such securities pursuant the exemptions afforded by Rule 701 promulgated under the Securities Act and any applicable exemptions under
applicable state securities laws, and the Plan shall be so construed. Further, the Company intends that Awards granted pursuant to the
Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall
be so construed.


 


1.3 Term of Plan.
The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all,
within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders
of the Company.


 


 2. Definitions and Construction.




 


2.1 Definitions. Whenever used herein, the
following terms shall have their respective meanings set forth below:


 


(a) “Award”
means an Option, Stock Appreciation Right, Restricted Stock Purchase Right, Restricted Stock Bonus, Restricted Stock Unit, or Stock-Based
Award granted under the Plan.


 


(b) “Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions
and restrictions of the Award granted to the Participant.


 


(c) “Board”
means the Board of Directors of NYIAX, Inc. If one or more Committees have been appointed by the Board to administer the Plan, references
to the “Board” in administrative provisions of the Plan also means such Committee(s).


 


(d) “Cause” means,
unless such term or an equivalent term is otherwise defined by the applicable Award Agreement or other written agreement between a
Participant and the Company applicable to an Award, any of the following: (i) the Participant’s theft, dishonesty, willful
misconduct, breach of fiduciary duty for personal profit, or falsification of any Company documents or records; (ii) the
Participant’s material failure to abide by the Company’s code of conduct or other policies (including, without
limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use,
misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including,
without limitation, the Participant’s improper use or disclosure of the Company’s confidential or proprietary
information); (iv) any intentional act by the Participant which has a material detrimental effect on the Company’s reputation
or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written
notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the
Participant of any employment or service agreement between the Participant and the Company, which breach is not cured pursuant to
the terms of such agreement; or (vii) the Participant’s conviction (including any plea of guilty or nolo contendere) of any
criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to
perform his or her duties with the Company.


 






     


     


    

 


(e) “Code”
means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder.


 


(f) “Committee”
means the compensation committee or other committee or subcommittee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have
all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject
to the terms of the Plan and any applicable limitations imposed by law.


 


(g) “Company”
means NYIAX, Inc., a Delaware corporation, or any successor corporation thereto. “Company” also means and includes
any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code, and any present or future
“subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.


 


(h) “Consultant”
means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to the Company, provided that
the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company
from offering or selling securities to such person pursuant to the Plan in reliance on either the exemption from registration provided
by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act,
registration on a Form S-8 Registration Statement under the Securities Act.


 


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




 


(j) “Disability”
means a “permanent and total disability” within the meaning of Section 22(e) (3) of the Code and such other disabilities,
infirmities, afflictions and conditions as the Board by rule may specify.


 


(k) “Employee”
means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of the
Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the
Code; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment
for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become
or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case
may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination
of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such
rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination
as to such individual’s status as an Employee.


 


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


 


(m) “Fair
Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Board, in its
discretion, subject to the following:


 


(i) If,
on such date, the Stock is listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value of
a share of Stock shall be the closing price of a share of Stock as quoted on the national or regional securities exchange or quotation
system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company
deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or quotation system,
the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded or quoted prior to
the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion.


 


(ii) If,
on such date, the Stock is not listed or quoted on a national or regional securities exchange or quotation system, the Fair Market Value
of a share of Stock shall be as determined by the Board in good faith without regard to any restriction other than a restriction which,
by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code.


 






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(n) “Incentive
Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive
stock option within the meaning of Section 422(b) of the Code.


 


(o) “Incumbent
Director” means a Director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated
for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or
nomination (but excluding a director who was elected or nominated in connection with an actual or threatened proxy contest relating to
the election of directors of the Company).


 


(p) “Insider”
means an Officer, a Director or other person whose transactions in Stock are subject to Section 16 of the Exchange Act.


 


(q) “Nonstatutory
Stock Option” means an Option not intended to be (as set forth in the Award Agreement) or which does not qualify as an
incentive stock option within the meaning of Section 422(b) of the Code.


 


(r) “Officer”
means any person designated by the Board as an officer of the Company.


 


(s) “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 


(t) “Ownership
Change Event” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale
or exchange in a single or series of related transactions by the stockholders of the Company of securities of the Company representing
more than fifty percent (50%) of the total combined voting power of the Company’s then-outstanding securities entitled to vote generally
in the election of Directors; (ii) a merger or consolidation in which the Company is a party and in which the stockholders of the Company
immediately before the transaction do not retain immediately after the transaction direct or indirect beneficial ownership of at least
fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of directors
of the surviving entity; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than
a sale, exchange or transfer to one or more subsidiaries of the Company).


 


Notwithstanding the foregoing, if any payment
to be made hereunder as a result of the occurrence one or more of the foregoing events would be considered “nonqualified deferred
compensation” for purposes of Section 409A of the Code, then, as to such payment, such event shall constitute an Ownership Change
Event only if the event additionally constitutes a “change in ownership,” a “change in effective control” or a
“change in the ownership of a substantial portion of the assets” (as such terms are defined for purposes of Section 409A of
the Code) of the Company.


 


(u) “Participant” means any
eligible person who has been granted one or more Awards.


 


(v) “Restricted
Stock Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right.


 


(w) “Restricted Stock Bonus”
means Stock granted to a Participant pursuant to Section 8.


 


(x) “Restricted
Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to Section 8.


 


(y) “Restricted
Stock Unit” means a right to receive Stock or its equivalent value granted to a Participant pursuant to Section 9.


 






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(z) “Rule
16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.


 


 (aa) “Securities Act” means the Securities Act of 1933, as amended.




 


(bb) “Service”
means a Participant’s employment or service with the Company, whether as an Employee, a Director or a Consultant. Unless otherwise
provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity
in which the Participant renders such Service or a change in the Company for which the Participant renders such Service, provided that
there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed
to have been interrupted or terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved
by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety (90) days, then
on the ninety-first (91st) day following the commencement of such leave the Participant’s Service shall be deemed to have terminated,
unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless
otherwise designated by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining
vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an
actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be an affiliate of the
Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated
and the effective date of and reason for such termination.


 


(cc) “Stock”
means the common stock of NYIAX, Inc., as adjusted from time to time in accordance with Section 4.3.


 


(dd) “Stock
Appreciation Right” or “SAR” means an Award granted to a Participant pursuant to Section 7,
which, upon exercise, gives the Participant a right to receive a payment in cash, or the equivalent value in Stock, equal to the difference
between the Fair Market Value of a number of shares of Stock on the exercise date and the exercise price for such number of shares of
Stock.


 


(ee) “Stock-Based Award”
means a right to or based upon Stock or its equivalent value granted to a Participant pursuant to Section 10.


 


(ff) “Ten
Percent Stockholder” means a person who, at the time an Award is granted to such person, owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of the Company within the meaning of Section 422(b)(6) of
the Code.


 


(gg) “Trading
Compliance Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition
of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic
information regarding the Company or its securities.


 


(hh) “Vesting
Conditions” mean those conditions established in accordance with the Plan prior to the satisfaction of which shares
subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the
Participant’s monetary purchase price, if any, for such shares upon the Participant’s termination of Service.


 


2.2 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.


 






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 3. Administration.




 


3.1 Administration by the
Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award Agreement or of any
other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined
by the Board, and such determinations shall be final, binding and conclusive upon all persons having an interest in the Plan or such
Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise
of its discretion pursuant to the Plan or Award Agreement 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 therein. All expenses
incurred in connection in the administration of the Plan shall be paid by the Company.


 


3.2 Authority of Officers.
Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or
election that is the responsibility of or that is allocated to the Company herein, provided the Officer has apparent authority with respect
to such matter, right, obligation, determination or election.


 


3.3 Powers of the Board.
In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final
power and authority, in its discretion:


 


(a) to
determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock to be subject
to each Award;


 


 (b) to determine the type of Award granted;




 


(c) to determine the Fair Market Value of shares
of Stock or other property;


 


(d) to determine the
terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto,
including, without limitation, (i) the exercise price or share purchase price pursuant to any Award, (ii) the method of payment for
shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection
with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the
exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the time of expiration of any Award, (vi) the
effect of any Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and
restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;


 


 (e) to approve one or more forms of Award Agreement;




 


(f) to
amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired
pursuant thereto;


 


(g) to
reprice or otherwise adjust the exercise price of any Option, or to grant in substitution for any Option a new Award covering the same
or different number of shares of Stock;


 


(h) to
accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with
respect to the period following a Participant’s termination of Service;


 


(i) to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative
versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate
the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; and


 


(j) to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations
and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with
the provisions of the Plan or applicable law.


 


3.4 Administration with
Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the
Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements,
if any, of Rule 16b-3.


 






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3.5 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,
to the extent permitted by applicable law, members of the Board and any officers or employees of the Company to whom authority to act
for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’
fees, actually and necessarily incurred in connection with the defense of any 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 right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend
the same.


 


 4. Shares Subject to Plan.




 


4.1 Maximum Number of Shares
Issuable. Subject to adjustment as provided in Sections 4.2 and 4.3, the maximum aggregate number of shares of Stock
that may be issued under the Plan shall be 1,139,544 and shall consist of authorized but unissued or reacquired shares of Stock or any
combination thereof.


 


4.2 Share Counting.
If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares
of Stock are acquired pursuant to an Award subject to forfeiture or repurchase and are forfeited or repurchased by the Company for an
amount not greater than the Participant’s exercise or purchase price, the shares of Stock allocable to the terminated portion of
such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall
not be deemed to have been issued pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or (b) to
the extent such shares are withheld or reacquired by the Company in satisfaction of tax withholding obligations pursuant to Section
13.2. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned
by the Participant, or by means of a Net Exercise, the number of shares available for issuance under the Plan shall be reduced by the
net number of shares issued upon the exercise of the Option.


 


4.3 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 regular, periodic 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 and kind of shares subject to the Plan and to any outstanding Awards,
in the ISO Share Limit set forth in Section 5.3(a), and in the exercise or purchase price per share under any outstanding Awards
in order to prevent dilution or enlargement of Participants’ rights under the Plan. 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.”
If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted
into, or otherwise become (whether or not pursuant to an Ownership Change Event) shares of another corporation (the “New
Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In
the event of any such amendment, the number of shares subject to, and the exercise or purchase price per share of, the outstanding Awards
shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the exercise or purchase price per share shall
be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under any Award be decreased to an amount
less than the par value, if any, of the stock subject to the Award. Such adjustments shall be determined by the Board, and its determination
shall be final, binding and conclusive.


 


4.4 Assumption or Substitution
of Awards. The Board may, without affecting the number of shares of Stock available pursuant to Section 4.1, authorize the
issuance of Awards under this Plan in substitution or assumption of outstanding awards under the plan of another entity in connection
with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate,
subject to compliance with Section 409A and any other applicable provisions of the Code.


 


4.5 Individual Annual Maximum.
The maximum number of shares of Stock that may be the subject of Awards under the Plan during any calendar year to any one Participant
is 300,000 shares (as may be adjusted pursuant to Section 4.3 herein, but only to the extent that such adjustment will not affect
the status of any Award intended to qualify as performance-based compensation under Section 162(m) of the Code). If an Award held by a
Participant is canceled, the shares subject to the canceled Award shall continue to be counted against the maximum number of shares for
which Awards may be granted to such Participant in the year of grant, and any replacement Award granted to such Participant shall also
count against such limit.


 






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 5. Eligibility, Participation and Option Limitations.




 


5.1 Persons Eligible for
Awards. Awards may be granted only to Employees, Consultants and Directors.


 


5.2 Participation in the
Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than one Award. However, eligibility
in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted
an additional Award.


 


5.3 Incentive
Stock Option Limitations.


 


(a) Maximum
Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and adjustment as provided in Sections
4.2 and 4.3, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of
Incentive Stock Options shall be 1,139,544 shares (the “ISO Share Limit”). The maximum aggregate number
of shares of Stock that may be issued under the Plan pursuant to all Awards (including shares of Stock issued pursuant to Incentive Stock
Options) shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Sections
4.2 and 4.3.


 


(b) Persons
Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee. Any person
who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.


 


(c) Fair Market Value
Limitation. To the extent that Options designated as Incentive Stock Options (granted under all stock plans of the Company,
including the Plan) become exercisable by a Participant for the first time during any calendar year for Stock having a Fair Market
Value greater than One Hundred Thousand Dollars ($100,000), the portions of such Options that exceed such amount shall be treated as
Nonstatutory Stock Options. For purposes of this Section, Options designated as Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market Value of Stock shall be determined as of the time the Option with
respect to such Stock is granted. If the Code is amended to provide for a limitation different from that set forth in this Section,
such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required
or permitted by such amendment to the Code. If an 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, 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. Upon exercise of the Option, shares of Stock issued pursuant to each such portion shall be
separately identified.


 


 6. Stock Options.




 


Options shall be evidenced by
Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish.
Such Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following
terms and conditions:


 


6.1 Exercise Price.
The exercise price for each Option shall be established in the discretion of the Board; provided, however, that (a) the exercise
price per share for an Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the
Option and (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall have an exercise price per share less than one hundred
ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing,
an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum
exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner that
would qualify under the provisions of Section 409A or Section 424(a) of the Code, as applicable.


 


6.2 Exercisability and Term
of Options. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions,
performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Option;
provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of
such Option, (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable after the expiration of five (5)
years after the effective date of grant of such Option, and (c) no Option granted to an Employee who is a non-exempt employee for purposes
of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable until at least six (6) months following the date of grant
of such Option (except in the event of such Employee’s death, disability or retirement, upon an Ownership Change Event, or as otherwise
permitted by the Worker Economic Opportunity Act). Subject to the foregoing, unless otherwise specified by the Board in the grant of
an Option, each Option shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance
with its provisions.


 






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6.3 Payment
of Exercise Price.


 


(a) Forms of
Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock
being purchased pursuant to any Option 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 6.3(b), by means of (1) a Stock Tender Exercise, (2) a Cashless Exercise
or (3) a Net Exercise; (iii) by such other consideration as may be approved by the Board from time to time to the extent permitted
by applicable law, or (iv) by any combination thereof. The Board may at any time or from time to time grant Options which do not
permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or
more forms of consideration.


 


 (b) Limitations on Forms of Consideration.




 


(i) Stock
Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed exercise notice
accompanied by a 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. 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.


 


(ii) Cashless
Exercise. A Cashless Exercise shall be permitted only upon the class of shares subject to the Option becoming publicly traded in an
established securities market. A “Cashless Exercise” means the delivery of a properly executed exercise
notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan
with respect to some or all of the shares being acquired upon the exercise of the Option (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).
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 procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more
Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.


 


(iii) Net Exercise.
A “Net Exercise” means the delivery of a properly executed exercise notice followed by a procedure
pursuant to which (1) the Company will reduce the number of shares otherwise issuable to a Participant upon the exercise of an
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.


 


6.4 Effect
of Termination of Service.


 


(a) Option
Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless a longer exercise period
is provided by the Board in an Award Agreement or otherwise, an 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 determined in accordance with this Section and thereafter shall terminate:


 


(i) 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 date of expiration of the Option’s term as
set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”).


 


(ii) 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 other than for Cause.


 






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(iii) Termination
for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause,
the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service.


 


(iv) 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 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.


 


(b) Extension
if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of an Option
within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 14 below, the Option
shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such
provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than the Option Expiration
Date.


 


6.5 Transferability of Options.
During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or
legal representative. An 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. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and
set forth in the Award Agreement evidencing such Option, an Option shall be assignable or transferable subject to the applicable limitations,
if any, described in Rule 701 under the Securities Act and the General Instructions to Form S-8 Registration Statement under the Securities
Act or, in the case of an Incentive Stock Option, only as permitted by applicable regulations under Section 421 of the Code in a manner
that does not disqualify such Option as an Incentive Stock Option.


 


 7. Stock Appreciation Rights.




 


SARs shall be evidenced by Award
Agreements specifying the number of shares of Stock covered thereby and whether the Award is to be paid in cash or in shares of Stock,
in such form as the Board shall from time to time establish. Such Award Agreements may incorporate all or any of the terms of the Plan
by reference and shall comply with and be subject to the following terms and conditions:


 


7.1 Exercise Price.
The exercise price for each SAR shall be established in the discretion of the Board; provided, however, that the exercise price per
share for a SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR. Notwithstanding
the foregoing, a SAR may be granted with an exercise price lower than the minimum exercise price set forth above if such SAR is granted
pursuant to an assumption or substitution for another SAR in a manner that would qualify under the provisions of Section 409A of the
Code.


 


7.2 Exercisability and Term
of SARs. SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions,
performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such SAR; provided,
however, that (a) no SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR, and
(b) no SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall
be first exercisable until at least six (6) months following the date of grant of such SAR (except in the event of such Employee’s
death, disability or retirement, upon an Ownership Change Event, or as otherwise permitted by the Worker Economic Opportunity Act). Subject
to the foregoing, unless otherwise specified by the Board in the grant of a SAR, each SAR shall terminate ten (10) years after the effective
date of grant of the SAR, unless earlier terminated in accordance with its provisions.


 


7.3 Effect
of Termination of Service.


 


(a) SAR
Exercisability. Subject to earlier termination of the SAR as otherwise provided by this Plan and unless a longer exercise period
is provided by the Board, a SAR 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 determined in accordance with this Section and thereafter shall terminate:


 


(i) Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the SAR, 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 date of expiration of the SAR’s term as set forth in the Award Agreement
evidencing such SAR (the “SAR Expiration Date”).


 






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(ii) Death.
If the Participant’s Service terminates because of the death of the Participant, the SAR, to the extent unexercised and vested 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 SAR 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 SAR 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 other than for Cause.


 


(iii) Termination
for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause,
the SAR shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service.


 


(iv) Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the SAR,
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 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 SAR Expiration Date.


 


(b) Extension
if Exercise Prevented by Law. Notwithstanding the foregoing other than termination of Service for Cause, if the exercise of a SAR
within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 14 below, the SAR
shall remain exercisable until the later of (i) thirty (30) days after the date such exercise first would no longer be prevented by such
provisions or (ii) the end of the applicable time period under Section 6.4(a), but in any event no later than the SAR Expiration
Date.


 


7.4 Transferability of SARs.
During the lifetime of the Participant, a SAR shall be exercisable only by the Participant or the Participant’s guardian or legal
representative. A SAR 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.


 


 8. Restricted Stock Awards.




 


Restricted Stock Awards shall
be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the
number of shares of Stock subject to the Award, in such form as the Board shall from time to time establish. Such Award Agreements may
incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


8.1 Types of Restricted
Stock Awards Authorized. Restricted Stock Awards may be granted in the form of either a Restricted Stock Bonus or a Restricted Stock
Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Board shall determine, including, without limitation,
upon the attainment of one or more performance goals.


 


8.2 Purchase Price.
The purchase price for shares of Stock issuable under each Restricted Stock Purchase Right shall be established by the Board in its discretion.
No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to
a Restricted Stock Bonus, the consideration for which shall be services actually rendered to the Company or for its benefit. Notwithstanding
the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past
services rendered to the Company or for its benefit having a value not less than the par value of the shares of Stock subject to a Restricted
Stock Award.


 


8.3 Purchase Period.
A Restricted Stock Purchase Right shall be exercisable within a period established by the Board, which shall in no event exceed sixty
(60) days from the effective date of the grant of the Restricted Stock Purchase Right.


 


8.4 Payment of Purchase
Price. Except as otherwise provided below, payment of the purchase price for the number of shares of Stock being purchased pursuant
to any Restricted Stock Purchase Right shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as
may be approved by the Board from time to time to the extent permitted by applicable law, or (c) by any combination thereof.


 


8.5 Vesting and Restrictions
on Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based
upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, as shall be established by the
Board and set forth in the Award Agreement evidencing such Award. During any period in which shares acquired pursuant to a Restricted
Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise
disposed of other than pursuant to an Ownership Change Event or as provided in Section 8.8. The Board, in its discretion, may
provide in any Award Agreement evidencing a Restricted Stock Award that, if the satisfaction of Vesting Conditions with respect to any
shares subject to such Restricted Stock Award would otherwise occur on a day on which the sale of such shares would violate the provisions
of the Trading Compliance Policy, then satisfaction of the Vesting Conditions automatically shall be determined on the next trading day
on which the sale of such shares would not violate the Trading Compliance Policy. Upon request by the Company, each Participant shall
execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present
to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate
legends evidencing any such transfer restrictions.


 






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8.6 Voting Rights; Dividends
and Distributions. Except as provided in this Section, Section 8.5 and any Award Agreement, during any period in which shares
acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a
stockholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions
paid with respect to such shares; provided, however, that if so determined by the Board and provided by the Award Agreement, such dividends
and distributions shall be subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to
which such dividends or distributions were paid, and otherwise shall be paid no later than the end of the calendar year in which such
dividends or distributions are paid to stockholders (or, if later, the 15th day of the third month following the date such dividends
or distributions are paid to stockholders). In the event of a dividend or distribution paid in shares of Stock or other property or any
other adjustment made upon a change in the capital structure of the Company as described in Section 4.3, any and all new, substituted
or additional securities or other property (other than regular, periodic cash dividends) to which the Participant is entitled by reason
of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to
the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made.


 


8.7 Effect of Termination
of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted Stock Award, if a Participant’s
Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a)
the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant
pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of the Participant’s termination
of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock
Bonus which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. The Company shall
have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more
persons as may be selected by the Company.


 


8.8 Nontransferability of
Restricted Stock Award Rights. Rights to acquire shares of Stock pursuant to a Restricted Stock Award 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 the laws of descent and distribution. All rights with respect to a
Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or
the Participant’s guardian or legal representative.


 


 9. Restricted Stock Units




 


Restricted Stock Units
shall be evidenced by Award Agreements, in such form as the Board shall from time to time establish, specifying the number of shares
of Stock covered thereby, the Vesting Conditions and period of restriction, and the time and form of payment, whether in cash,
shares of Stock or a combination of cash and shares. Restricted Stock Units shall be similar to Restricted Stock Awards except that
no shares of Stock are actually delivered to the Participant on the date of grant. Such Award Agreements may incorporate all or any
of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:


 


9.1 Vesting Conditions.
Restricted Stock Units may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements,
conditions, restrictions or performance criteria, as shall be established by the Board and set forth in the Award Agreement evidencing
such Award.


 


9.2 No Voting Rights.
A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.


 


9.3 Dividend Equivalents.
Participants may, if the Board so determines, be credited with dividend equivalents with respect to Restricted Stock Units while they
are so held in a manner determined by the Board in its sole discretion. The Board may apply any restrictions to the dividend equivalents
that the Board deems appropriate. The Board, in its sole discretion, may determine the form of payment of dividend equivalents, including
cash, shares of Stock, Restricted Stock Awards, or Restricted Stock Units and such dividend equivalents may be subject to accrual, forfeiture,
or payout restrictions as determined by the Board.


 


9.4 Effect of Termination
of Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock
Units following termination of the Participant’s Service. Such provisions shall be determined in the sole discretion of the Board,
shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Restricted Stock Units issued
pursuant to the Plan, and may reflect distinctions based on the reasons for termination. Unless otherwise provided by the Board in the
Award Agreement evidencing a Restricted Stock Unit, if a Participant’s Service terminates for any reason, whether voluntary or involuntary
(including the Participant’s death or Disability), then the Participant shall not earn or acquire any shares of Stock with respect
to, and shall forfeit to the Company, any Restricted Stock Units that remain subject to Vesting Conditions as of the date of the Participant’s
termination of Service.


 






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9.5 Nontransferability of
Restricted Stock Units. Restricted Stock Units and rights to acquire shares of Stock pursuant to any Restricted Stock Unit
shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment
by creditors of the Participant, except transfer by will or the laws of descent and distribution. All rights with respect to Restricted
Stock Units granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s
guardian or legal representative.


 


 10. Stock-Based Awards




 


10.1 Stock-Based
Awards. The Board may grant other types of equity-based or equity-related Awards (including the grant or offer for sale of
unrestricted shares of Stock) in such amounts and subject to such terms and conditions, as the Board shall determine. Such Awards
may entail the transfer of actual shares of Stock to Participants, or payment in cash or otherwise of amounts based on the value of
shares of Stock and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws
of jurisdictions other than the United States.


 


10.2 Value of Stock-Based
Awards. Each Stock-Based Award shall have a value based on the value of a share of Stock, as determined by the Board. The Board may
establish performance goals in its discretion. If the Board exercises its discretion to establish performance goals, the number and/or
value of Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.


 


10.3 Earning of Stock- Based
Awards. Subject to the terms of this Plan, the holder of Stock-Based Awards shall be entitled to receive payout on the number and
value of Stock- Based Awards earned by the Participant, to be determined as a function of the extent to which applicable performance goals,
if any, have been achieved. Notwithstanding the foregoing, the Board may require a Participant to hold shares of Stock received pursuant
to such Award for a specified period of time.


 


10.4 Form and Timing of Payment
of Stock-Based Awards. Payment of earned Stock-Based Awards shall be as determined by the Board and as evidenced in the Award Agreement.
Subject to the terms of the Plan, the Board, in its sole discretion, may pay earned Stock-Based Awards in the form of cash or in shares
of Stock (or in a combination thereof) that have an aggregate Fair Market Value equal to the value of the earned Stock-Based Awards. Such
shares may be granted subject to any restrictions deemed appropriate by the Board. The determination of the Board with respect to the
form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.


 


10.5 Effect of Termination
of Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive or retain Stock-Based
Awards following termination of the Participant’s Service. Such provisions shall be determined in the sole discretion of the Board
shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Stock-Based Awards
issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination.


 


10.6 Nontransferability.
Except as otherwise provided in a Participant’s Award Agreement, Stock-Based Awards may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All rights with respect to a Stock-Based
Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s
guardian or legal representative.


 


10.7 Dividend Equivalents.
At the discretion of the Board, a Participant holding a Stock-Based Award may be entitled to receive dividend equivalents with respect
to dividends declared with respect to shares of Stock. Such dividends may be subject to accrual, forfeiture, or payout restrictions as
determined by the Board in its sole discretion.


 


 11. Standard Forms of Award Agreements.




 


11.1 Award Agreements.
Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved
by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless
evidenced by a fully executed Award Agreement, which execution may be evidenced by electronic means.


 


11.2 Authority to Vary Terms.
The Board shall have the authority from time to time to vary the terms of any standard form of Award Agreement either in connection
with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided,
however, that the terms and conditions of any such new, revised or amended standard form or forms of Award Agreement are not inconsistent
with the terms of the Plan.


 






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 12. Ownership Change Event.




 


Subject to the requirements
and limitations of Section 409A of the Code, if applicable, the Board may provide for any one or more of the following consequences of
an Ownership Change Event on Awards:


 


(a) Accelerated
Vesting. In its discretion, the Board may provide in the grant of any Award or at any other time may take such action as it deems
appropriate to provide for acceleration of the exercisability and/or vesting in connection with an Ownership Change Event of each or any
outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s
Service prior to, upon, or following such Ownership Change Event, and to such extent as the Board shall determine.


 


(b) Assumption,
Continuation or Substitution of Awards. In the event of an Ownership Change Event, the surviving, continuing, successor, or
purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”),
may, without the consent of any Participant, assume or continue the Company’s rights and obligations under each or any Award
or portion thereof outstanding immediately prior to the Ownership Change Event or substitute for each or any such outstanding Award
or portion thereof a substantially equivalent award with respect to the Acquiror’s stock. For purposes of this Section, if so
determined by the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Ownership
Change Event, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award
Agreement, for each share of Stock subject to such portion of the Award immediately prior to the Ownership Change Event, 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 Ownership Change Event 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 Board may, with the consent of the Acquiror, provide for the consideration to be
received upon the exercise of the Award for each share of Stock 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 Ownership Change Event. If any portion of
such consideration may be received by holders of Stock pursuant to the Ownership Change Event on a contingent or delayed basis, the
Board may, in its discretion, determine such Fair Market Value per share as of the time of the Ownership Change Event on the basis
of the Board’s good faith estimate of the present value of the probable future payment of such consideration. Any Award or
portion thereof which is neither assumed or continued by the Acquiror in connection with the Ownership Change Event nor exercised as
of the time of consummation of the Ownership Change Event (including any such Award that is not then exercisable) shall terminate
and cease to be outstanding effective as of the time of consummation of the Ownership Change Event. Notwithstanding the foregoing,
shares acquired upon exercise of an Award prior to the Ownership Change Event and any consideration received pursuant to the
Ownership Change Event with respect to such shares shall continue to be subject to all applicable provisions of the Award Agreement
evidencing such Award except as otherwise provided in such Award Agreement.


 


(c) Cash-Out
of Outstanding Awards. The Board may, in its discretion and without the consent of any Participant, determine that, upon the occurrence
of an Ownership Change Event, each or any Award or portion thereof outstanding immediately prior to the Ownership Change Event and not
previously exercised or settled shall be canceled in exchange for a payment with respect to each vested share of Stock (including any
share of Stock for which vesting is accelerated, if so determined by the Board, but without payment for any unvested share of Stock) subject
to such canceled Award in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Ownership Change
Event, or (iii) other property which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value
of the consideration to be paid per share of Stock in the Ownership Change Event, reduced (but not below zero) by the exercise price or
purchase price per share, if any, under such Award. If any portion of such consideration may be received by holders of Stock pursuant
to the Ownership Change Event on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value
per share as of the time of the Ownership Change Event on the basis of the Board’s good faith estimate of the present value of the
probable amount of future payment of such consideration. In the event such determination is made by the Board, an Award having an exercise
or purchase price per share equal to or greater than the Fair Market Value of the consideration to be paid per share of Stock in the Ownership
Change Event may be canceled without payment of consideration to the holder thereof. Payment pursuant to this Section (reduced by applicable
withholding taxes, if any) shall be made to Participants in respect of the vested portions of their canceled Awards as soon as practicable
following the date of the Ownership Change Event and in respect of the unvested portions of their canceled Awards in accordance with the
vesting schedules applicable to such Awards.


 


 13. Tax Withholding.




 


13.1 Tax Withholding in
General. The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant,
through payroll withholding, cash payment or otherwise, to make adequate provision for, the federal, state, local and foreign taxes (including
any social insurance), if any, required by law to be withheld by the Company with respect to an Award or the shares acquired pursuant
thereto. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant
to an Award Agreement until the Company’s tax withholding obligations have been satisfied by the Participant.


 






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13.2 Withholding in or Directed
Sale of Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant
upon the exercise or vesting of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a
Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Company. The Fair
Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount
determined by the applicable minimum statutory withholding rates. The Company may require a Participant to direct a broker, upon the
vesting or exercise of an Award, to sell a portion of the shares subject to the Award determined by the Company in its discretion to
be sufficient to cover the tax withholding obligations of the Company and to remit an amount equal to such tax withholding obligations
to the Company in cash.


 


 14. Compliance with Securities Law.




 


The grant of Awards and the
issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and
foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then
be listed. In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the
Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or
(b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms
of an applicable exemption from the registration requirements of the Securities Act. 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 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. As a condition to issuance of any Stock, 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.


 


 15. Amendment or Termination of Plan.




 


The Board may amend,
suspend or terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no
increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions
of Sections 4.2 and 4.3), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c)
no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation
or rule, including the rules of any stock exchange or quotation system upon which the Stock may then be listed or quoted. No
amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board.
Except as provided by the next sentence, no amendment, suspension or termination of the Plan may have a materially adverse effect on
any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award
Agreement to the contrary, the Board may, in its sole and absolute discretion and without the consent of any Participant, amend the
Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of
conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan, including, but
not limited to, Section 409A of the Code.


 


 16. Miscellaneous Provisions.




 


16.1 Repurchase Rights.
Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and
restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign
at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected
by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior
to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of
Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.


 


16.2 Forfeiture Events.
The Board may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall
be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of Service
for Cause or any act by a Participant, whether before or after termination of Service, that would constitute Cause for termination of
Service.


 


16.3 Provision of Information.
At least annually, copies of the Company’s balance sheet and income statement for the just completed fiscal year shall be made
available to each Participant and purchaser of shares of Stock upon the exercise of an Award; provided, however, that this requirement
shall not apply if all offers and sales of securities pursuant to the Plan comply with all applicable conditions of Rule 701 under the
Securities Act. The Company shall not be required to provide such information to key persons whose duties in connection with the Company
assure them access to equivalent information. The Company shall deliver to each Participant such disclosures as are required in accordance
with Rule 701 under the Securities Act.


 






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16.4 Rights as Employee,
Consultant or Director. No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant,
or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer
on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of the Company
to terminate the Participant’s Service at any time. To the extent that an Employee of an entity other than the Company receives
an Award under the Plan, that Award shall not in any event be understood or interpreted to mean that the Company is the Employee’s
employer or that the Employee has an employment relationship with the Company.


 


16.5 Rights as a Stockholder.
A Participant shall have no rights as a stockholder with respect to any shares covered by an Award until the date of the issuance of
such shares (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 such shares are
issued, except as provided in Section 4.3 or another provision of the Plan.


 


16.6 Delivery of Title to
Shares. Subject to any governing rules or regulations, the Company shall issue or cause to be issued the shares of Stock acquired
pursuant to an Award and shall deliver such shares to or for the benefit of the Participant by means of one or more of the following:
(a) by delivering to the Participant evidence of book entry shares of Stock credited to the account of the Participant, (b) by depositing
such shares of Stock for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c)
by delivering such shares of Stock to the Participant in certificate form.


 


16.7 Fractional Shares.
The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.


 


16.8 Retirement and Welfare
Plans. Neither Awards made under this Plan nor shares of Stock or cash paid pursuant to such Awards may be included as “compensation”
for purposes of computing the benefits payable to any Participant under any Company retirement plan (whether qualified or non-qualified)
or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a
Participant’s benefits.


 


16.9 Severability. If
any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect,
such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the
remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.


 


16.10 No Constraint on Corporate
Action. Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s right or power to
make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company to take
any action which such entity deems to be necessary or appropriate.


 


16.11 Choice of Law.
Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each
Award Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law rules.


 


16.12 Stockholder Approval.
The Plan and any increase in the maximum aggregate number of shares of Stock issuable thereunder as provided in Section 4.1 (the
“Authorized Shares”) shall be submitted for approval by a majority of the outstanding securities of the Company
entitled to vote during the period beginning twelve (12) months before and ending twelve (12) months after the date of adoption thereof
by the Board. Awards granted prior to security holder approval of the Plan or in excess of the Authorized Shares previously approved
by the security holders shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in
the Authorized Shares, as the case may be, and such Awards shall be rescinded if such security holder approval is not received in the
manner described in the preceding sentence.


 


 


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