Exhibit 10.1


 





THEMAVEN,
INC


 


2019 EQUITY
INCENTIVE PLAN


 


	 	ADOPTED BY THE BOARD OF DIRECTORS:
	 	APPROVED BY THE STOCKHOLDERS:
	 	TERMINATION DATE:


  


1. GENERAL.


  


(a) Purpose. The Company, by means of this Plan, seeks to better secure and retain the services of a select group of persons,
to provide incentives for those persons to exert maximum efforts for the success of the Company and any Affiliate, and to provide
a means by which those persons have an opportunity to benefit from increases in the value of the Common Stock through the granting
of Stock Awards.


 


(b) Available Stock Awards. This Plan provides for the grant of the following Stock Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, and (v) Restricted Stock Unit Awards.


 


(c) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are Employees, Directors and Consultants.


  


2. ADMINISTRATION.


 





(a) Administration by Board. The Board will administer this Plan unless and until the Board delegates administrative authority
of this Plan to a Committee or Committees, as provided in Section 2(c).


 


(b) Powers of Board. The Board has the power, subject to, and within the limitations of, the express provisions of this
Plan:


 


(i) To determine from time to time (A) which of the eligible persons will receive Stock Awards; (B) when and how each Stock
Award will be granted; (C) what type or combination of types of Stock Award will be granted; (D) the provisions of each Stock Award
granted (which need not be identical), including the time or times when a person may receive cash or Common Stock pursuant to a
Stock Award; (E) the number of shares of Common Stock with respect to which a Stock Award relates; and (F) the Fair Market Value
applicable to a Stock Award.


 


(ii) To construe and interpret this Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations
for administration of this Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in
this Plan or in any Stock Award Agreement, in a manner and to the extent the Board deems necessary or expedient to make this Plan
or Stock Award fully effective and in keeping with this Plan’s intent.


 


(iii) To settle all controversies regarding this Plan and Stock Awards granted under it.


 




    	 	 	 



     


    

 


(iv) To accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part
thereof will vest in accordance with this Plan, notwithstanding the provisions in the Stock Award stating the time at which it
may first be exercised or the time during which it will vest.


 


(v) To suspend or terminate this Plan at any time. Suspension or termination of this Plan will not impair rights and obligations
under any Stock Award granted while this Plan is in effect, except with the written consent of the affected Participant.


 


(vi) To amend this Plan in any respect the Board deems necessary or advisable, including, without limitation, amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to bring this Plan
or Stock Awards granted into compliance with (or exemption from) Section 409A and other applicable sections of the Code, subject
to the limitations, if any, of applicable law. However, except as provided in Section 9(a) relating to Capitalization Adjustments,
to the extent required by applicable law, stockholder approval will be required for any amendment of this Plan that either (A)
increases the number of shares of Common Stock available for issuance under this Plan, (B) expands the class of individuals eligible
to receive Stock Awards, (C) materially increases the benefits accruing to Participants under this Plan or reduces the price at
which shares of Common Stock may be issued or purchased under this Plan, (D) extends the term of this Plan, or (E) expands the
types of Stock Awards available for issuance under this Plan. Except as provided above, rights under any Stock Award granted before
amendment of this Plan will not be impaired by any Plan amendment unless (1) the Company requests the consent of the affected Participant,
and (2) the Participant consents in writing.


 


(vii) To submit any amendment to this Plan for stockholder approval, including, but not limited to, amendments intended to satisfy
the requirements of Section 422 of the Code regarding Incentive Stock Options.


 


(viii) To approve forms of Stock Award Agreements for use under this Plan and to amend the terms of any one or more Stock Awards,
including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock
Award Agreement, subject to any specified limits in this Plan that are not subject to Board discretion; provided however, that,
the rights under any Stock Award will not be impaired by any such amendment unless (i) the Company requests the consent of the
affected Participant, and (ii) the Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of
applicable law, if any, and without the affected Participant’s consent, the Board may amend the terms of any one or more
Stock Awards if necessary to maintain the qualified status of the Stock Award as an Incentive Stock Option or to bring the Stock
Award into compliance with Section 409A of the Code.


 


(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of this Plan or Stock Awards.


 




    	 	2	 



     


    

 


(x) To adopt procedures and sub-plans as are necessary or appropriate to permit participation in this Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States.


 


(xi) To effect, at any time and from time to time, with the consent of any adversely affected Participant, (A) the reduction
of the exercise price of any outstanding Option or SAR, (B) the cancellation of any outstanding Option or SAR and the grant in
substitution therefore of (1) a new Option or SAR covering the same or a different number of shares of Common Stock, (2) a Restricted
Stock Award, (3) a Restricted Stock Unit Award, (4) cash and/or (5) other valuable consideration (as determined by the Board, in
its sole discretion), or (C) any other action that is treated as a repricing under generally accepted accounting principles; provided,
however, that no such reduction or cancellation may be effected if it is determined, in the Company’s sole discretion, that
such reduction or cancellation would result in any such outstanding Option or SAR becoming subject to the requirements of Section
409A of the Code.


 


(c) Delegation to Committee. The Board may delegate some or all of the administration of this Plan to a Committee or Committees.
If Plan administration is delegated to a Committee, the Committee will have, in connection with Plan administration, the powers
theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board
will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions
of this Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer this
Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(d) Delegation to an Officer. The Board may delegate to one or more Officers of the Company the authority to do one or both
of the following: (i) designate Officers and Employees of the Company or any of its Subsidiaries to be recipients of Options and
Stock Appreciation Rights (and, to the extent permitted by applicable law, other Stock Awards) and the terms thereof, and (ii)
determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Officers and Employees; provided,
however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may
be subject to the Stock Awards granted by the Officer and the Officer may not grant a Stock Award to himself or herself. Notwithstanding
the foregoing, the Board may not delegate authority to an Officer to determine the Fair Market Value pursuant to Section 13(t)
below.


 


(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith
will not be subject to review by any person and will be final, binding and conclusive on all persons.


 








3. SHARES SUBJECT
TO THIS PLAN.


  


(a) Share
Reserve. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate number of
shares of Common Stock that may be issued pursuant to Stock Awards beginning on the Effective Date may not exceed
48,364,018 shares (the “Share Reserve”). Furthermore, if a Stock Award (i) expires or otherwise terminates
without having been exercised in full or (ii) is settled in cash (i.e., the holder of the Stock Award receives cash
rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of
Common Stock that may be issued pursuant to this Plan. For clarity, the limitation in this Section 3(a) is a
limitation in the number of shares of Common Stock that may be issued pursuant to this Plan. Accordingly, this Section
3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). As acknowledged in Section
7(a), at the time this Plan is adopted by the Board there are not sufficient available authorized shares to satisfy
anticipated awards under this Plan, which shortfall will be corrected upon shareholder approval.


 




    	 	3	 



     


    




 


(b) Reversion of Shares to the Share Reserve. If any shares of Common Stock automatically issued pursuant to a Stock Award
are forfeited back to the Company because of the failure to meet a contingency or condition required to vest the shares in the
Participant, then the forfeited shares revert to and again become available for issuance under this Plan. Also, any shares reacquired
by the Company pursuant to Section 8(g) or as consideration for the exercise of an Option will again become available for
issuance under this Plan. Notwithstanding the provisions of this Section 3(b), any such shares may not be subsequently issued
pursuant to the exercise of Incentive Stock Options.


 


(c) Incentive Stock Option Limit. Notwithstanding anything to the contrary in this Section 3(c), subject to the provisions
of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may
be issued pursuant to the exercise of Incentive Stock Options is 48,364,018 shares of Common Stock.


 


(d) Source of Shares. The stock issuable under this Plan will be shares of authorized but unissued or reacquired Common
Stock, including shares repurchased by the Company on the open market or otherwise.


 


4. ELIGIBILITY.


 


(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to Employees of the Company, or the
Company’s “parent corporation” or “subsidiary corporation” (as such terms are defined in Sections
424(e) and (f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants;
provided, however, Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing
Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless the stock underlying
such Stock Awards is treated as “service recipient stock” under Section 409A of the Code because the Stock Awards are
granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply with the distribution
requirements of Section 409A of the Code.


 


(b) Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option unless the exercise
price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is
not exercisable after the expiration of five (5) years from the date of grant.


 


(c) Consultants. A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the
offer or the sale of the Company’s securities to such Consultant is not exempt under the Securities Act, or fails to comply
with the securities laws of all other relevant jurisdictions. 


 




    	 	4	 



     


    

  





5. PROVISIONS RELATING
TO OPTIONS AND STOCK APPRECIATION RIGHTS.


  


Each Option or SAR
will be in the form and contain the terms and conditions as the Board deems appropriate. All Options will be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate
or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically
designated as an Incentive Stock Option, then the Option will be considered a Nonstatutory Stock Option. The provisions of separate
Options or SARs need not be identical; provided, however, that each Option Agreement or Stock Appreciation Right Agreement must
conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance
of each of the following provisions:


 


(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR may be exercisable
after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.


 


(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Incentive Stock Options granted to Ten Percent
Stockholders, the exercise price of each Option or SAR may not be less than one hundred percent (100%) of the Fair Market Value
of the Common Stock subject to the Option or SAR on the date the Option or SAR is granted. Notwithstanding the foregoing, an Option
or SAR may be granted with an exercise price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock
subject to the Option or SAR, if the Option or SAR is granted pursuant to an assumption of or substitution for another option or
stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and
424(a) of the Code (whether or not such Stock Awards are Incentive Stock Options), or is otherwise compliant with Section 409A
of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 


(c) Consideration for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be
paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the
methods of payment described below. The Board will have the authority to grant Options that do not permit all of the following
methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of
the Company to utilize a particular method of payment. The permitted methods of payment are as follows:


 


(i) by cash, check, bank draft or money order payable to the Company;


 


(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance
of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales proceeds;


 




    	 	5	 



     


    

 


(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv) if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company
will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment
from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in
the number of whole shares to be issued; provided, further, that shares of Common Stock will no longer be subject to an Option
and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price
pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares
are withheld to satisfy tax withholding obligations;


 


(v) according to a deferred payment or similar arrangement with the Optionholder; provided, however, that interest will compound
at least annually and will be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income
to the Company and compensation income to the Optionholder under any applicable provisions of the Code, and (B) the classification
of the Option as a liability for financial accounting purposes; or


 


(vi) in any other form of legal consideration that may be acceptable to the Board.


 


(d) Exercise and Payment of a SAR. To exercise any outstanding Stock Appreciation Right, the Participant must provide written
notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock
Appreciation Right. The appreciation distribution payable on the exercise of a Stock Appreciation Right will be not greater than
an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right)
of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under
such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date,
over (B) the exercise price that will be determined by the Board at the time of grant of the Stock Appreciation Right. The appreciation
distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination of the two or in
any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing
such Stock Appreciation Right.


 


(e) Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability
of Options and SARs as the Board may determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs will apply:


 


(i) Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution and will
be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may, in its sole
discretion, permit transfer of the Option or SAR to such extent as permitted by applicable tax and securities laws upon the Participant’s
request.


 




    	 	6	 



     


    

 


(ii) Domestic Relations Orders. Notwithstanding the foregoing, an Option or SAR may be transferred pursuant to a domestic
relations order; provided, however, that if an Option is an Incentive Stock Option, such Option will be deemed to be a Nonstatutory
Stock Option as a result of such transfer. In addition, to the extent provided in a Stock Award Agreement, a stockholders agreement
or a similar document, the Company may have the unilateral right to purchase the underlying shares acquired by a non-Employee.


 


(iii) Beneficiary Designation. Notwithstanding the foregoing, the Participant may, by delivering written notice to the Company,
in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises,
designate a third party who, in the event of the death of the Participant, will thereafter be entitled to exercise the Option or
SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the
executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common
Stock or other consideration resulting from such exercise. In addition, to the extent provided in a Stock Award Agreement, a stockholders
agreement or a similar document, the Company may have the unilateral right to purchase the underlying shares acquired by a non-Employee.


 


(f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become
exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions
on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other
criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this
Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which
an Option or SAR may be exercised.


 


(g) Termination of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement
between the Participant and the Company, in the event that a Participant’s Continuous Service terminates (other than for
Cause or upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent
that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) but only within
such period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s
Continuous Service (or such longer or shorter period specified in the Stock Award Agreement, which period may not be less than
thirty (30) days if necessary to comply with applicable state laws) or (ii) the expiration of the term of the Option or SAR as
set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her
Option or SAR within the time specified herein or in the Stock Award Agreement (as applicable), the Option or SAR will automatically
terminate.


 


(h) Extension of Termination Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement
between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s
Continuous Service (other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option
or SAR will terminate on the earlier of (i) the expiration of a period of three (3) months after the termination of the Participant’s
Continuous Service during which the exercise of the Option or SAR
would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth
in the Stock Award Agreement. In addition, unless otherwise provided in a Participant’s Stock Award Agreement, if the sale
of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate
on the earlier of (i) the expiration of a period equal to the applicable post-termination exercise period after the termination
of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of the Company’s
insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.


 




    	 	7	 



     


    

  


(i) Disability of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, in the event that a Participant’s Continuous Service terminates as a result of the Participant’s
Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier
of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified
in the Stock Award Agreement, which period will not be less than six (6) months if necessary to comply with applicable state laws),
or (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous
Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Stock Award Agreement
(as applicable), the Option or SAR will terminate.


 


(j) Death of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, in the event that (i) a Participant’s Continuous Service terminates as a result of the Participant’s
death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement after the termination of
the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent
the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person
who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option
or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date eighteen (18) months
following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period will not be
less than six (6) months if necessary to comply with applicable state laws), or (ii) the expiration of the term of such Option
or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within
the time specified herein or in the Stock Award Agreement (as applicable), the Option or SAR will terminate.


 


(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award Agreement, if a
Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate upon the termination date of the
Participant’s Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and
after the time of such termination of Continuous Service.


 




    	 	8	 



     


    

 


(l) Non-Exempt Employees. No Option or SAR granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares
of Common Stock until at least six months following the date of grant of the Option or SAR. Notwithstanding the foregoing, consistent
with the provisions of the Worker Economic Opportunity Act, in the event of the Participant’s death or Disability, upon a
Corporate Transaction or a Change in Control in which the vesting of such Options or SARs accelerates, or upon the Participant’s
retirement (as such term may be defined in the Participant’s Stock Award Agreement or in another applicable agreement or
in accordance with the Company’s then current employment policies and guidelines) any such vested Options and SARs may be
exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income
derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her
regular rate of pay.


 


(m) Early Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder may elect at any
time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of
Common Stock subject to the Option prior to the full vesting of the Option. Subject to the “Repurchase Limitation”
in Section 8(l), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company
or to any other restriction the Board determines to be appropriate. Provided that the “Repurchase Limitation” in Section
8(l) is not violated, the Company will not be required to exercise its repurchase right until at least six (6) months (or such
longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes)
have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.


 





6. PROVISIONS RELATING
TO RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNIT AWARDS.


 


(a) Restricted
Stock Awards. Each Restricted Stock Award Agreement will be in the form and contain the terms and conditions as the Board
deems appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election shares of Common Stock
subject to a Restricted Stock Award may be (x) held in book entry form subject to the Company’s instructions until any restrictions
relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate will be held in such form and
manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided, however, that each
Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement
or otherwise) the substance of each of the following provisions:


 


(i) Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash or cash equivalents, (B) past or future services
actually or to be rendered to the Company or an Affiliate, or (C) any other form of legal consideration that may be
acceptable to the Board in its sole discretion, and permissible under applicable law.


  




    	 	9	 



     


    

 


(ii) Vesting. Subject to the “Repurchase Limitation” in Section 8(l), shares of Common Stock awarded under
the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined
by the Board.


 


(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company
may receive, through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant
that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable
by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board may
determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to
the terms of the Restricted Stock Award Agreement.


 


(v) Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on the shares of Common Stock subject
to a Restricted Stock Award will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the
Restricted Stock Award to which they relate.


 


(b) Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in the form and contain the terms and conditions as
the Board may deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time,
and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical, provided, however, that
each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the
Restricted Stock Unit Award Agreement or otherwise) the substance of each of the following provisions:


 


(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if
any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The
consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may
be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable
law.


 


(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii) Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent,
any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock
Unit Award Agreement.


 


(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate,
may impose such restrictions or conditions that delaythe delivery of the shares of Common Stock (or their cash equivalent)
subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 




    	 	10	 



     


    




 


(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted
Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion
of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited
by reason of such dividend equivalents will be subject to all the terms and conditions of the underlying Restricted Stock Unit
Award Agreement to which they relate.


 


(vi) Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock
Unit Award Agreement, the portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.


 


7. COVENANTS OF
THE COMPANY.


 


(a) Availability of Shares. During the terms of the Stock Awards, the Company will keep available at all times the number
of shares of Common Stock reasonably required to satisfy such Stock Awards; provided, however, that as of the date this Plan is
adopted by the Board, there are not sufficient available authorized shares, which will be corrected upon shareholder approval.


 


(b) Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction
over this Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise
of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act
this Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems
necessary for the lawful issuance and sale of Common Stock under this Plan, the Company will be relieved from any liability for
failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant
will not be eligible for the grant of a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock Award if such
grant or issuance would be in violation of any applicable securities law.


 


(c) No Obligation to Notify. The Company will have no duty or obligation to any Participant to advise such holder as to
the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not
be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock
Award.


 


8.MISCELLANEOUS.


 


(a) Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute
general funds of the Company.


 




    	 	11	 



     


    

 


(b) Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock
Award to any Participant will be deemed completed as of the date of the corporate action, unless otherwise determined by the Board,
regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or
accepted by, the Participant.


 


(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to the Stock Award, unless and until (i) the Participant has satisfied all requirements
for exercise of the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such
Stock Award has been entered into the books and records of the Company.


 


(d) No Employment or Other Service Rights. Nothing in this Plan, any Stock Award Agreement or any other instrument executed
thereunder or in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue
to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect the right
of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause,
(ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate
law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


(e) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time
of grant) of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof that exceed the limit (according to the order in which they were granted) will be treated as Nonstatutory
Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(f) Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock
Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in
financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or
together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written
assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for
the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock.
The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (x) the issuance
of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then
currently effective registration statement under the Securities Act, or (y) as to any particular requirement, a determination
is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under
this Plan as counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not
limited to, legends restricting the transfer of the Common Stock.


 







    	 	12	 



     


    

  


(g) Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion,
satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means or by a
combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the
shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that
no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such
lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes);
(iii) withholding payment from any amounts otherwise payable to the Participant; (iv) withholding cash from a Stock Award settled
in cash; or (v) by such other method as may be set forth in the Stock Award Agreement.


 


(h) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement
or document delivered electronically or posted on the Company’s intranet.


 


(i) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery
of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be
deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants
will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions
while a Participant is still an Employee or otherwise providing services to the Company. The Board is authorized to make deferrals
of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments,
following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with
the provisions of this Plan and in accordance with applicable law.


 


(j) Tax Compliance. The Company intends for awards under this Plan to satisfy applicable provisions of the Code, including
Section 409A, either by meeting an exemption or through direct compliance, and to that end this Plan and Stock Award Agreements
will be interpreted in accordance with Section 409A of the Code, and will be deemed to incorporate by reference, to the extent
needed and permissible, the terms and conditions necessary to avoid adverse consequences under Section 409A of the Code. Notwithstanding
the foregoing, the Company makes no guaranties or warranties regarding tax consequences associated with awards under this Plan,
and Participants must seek their own individual tax advice.








 




    	 	13	 



     


    

 


(k) Compliance with Exemption Provided by Rule 12h-1(f). If: (i) the aggregate of the number of Optionholders and the number
of holders of all other outstanding compensatory employee stock options to purchase shares of Common Stock equals or exceeds five
hundred (500), and (ii) the assets of the Company at the end of the Company’s most recently completed fiscal year exceed
$10 million, then the following restrictions will apply during any period during which the Company does not have a class of its
securities registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange
Act: (A) the Options and, prior to exercise, the shares
of Common Stock acquired upon exercise of the Options may not be transferred until the Company is no longer relying on the exemption
provided by Rule 12h-1(f) promulgated under the Exchange Act (“Rule 12h 1(f)”), except: (1) as permitted by Rule 701(c)
promulgated under the Securities Act, (2) to a guardian upon the disability of the Optionholder, or (3) to an executor upon the
death of the Optionholder (collectively, the “Permitted Transferees”); provided, however, the following transfers are
permitted: (a) transfers by the Optionholder to the Company, and (b) transfers in connection with a change of control or other
acquisition involving the Company, if following such transaction, the Options no longer remain outstanding and the Company is no
longer relying on the exemption provided by Rule 12h 1(f); provided further, that any Permitted Transferees may not further transfer
the Options; (B) except as otherwise provided in (A) above, the Options and shares of Common Stock acquired upon exercise of the
Options are restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent
position” as defined by Rule 16a 1(h) promulgated under the Exchange Act, or any “call equivalent position” as
defined by Rule 16a 1(b) promulgated under the Exchange Act by the Optionholder prior to exercise of an Option until the Company
is no longer relying on the exemption provided by Rule 12h 1(f); and (C) at any time that the Company is relying on the exemption
provided by Rule 12h 1(f), the Company will deliver to Optionholders (whether by physical or electronic delivery or written notice
of the availability of the information on an internet site) the information required by Rule 701(e)(3), (4), and (5) promulgated
under the Securities Act every six (6) months, including financial statements that are not more than one hundred eighty (180) days
old; provided, however, that the Company may condition the delivery of such information upon the Optionholder’s agreement
to maintain its confidentiality.


 


(l) Repurchase Limitation. The terms of any repurchase right will be specified in the Stock Award Agreement. The repurchase
price for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock on the date of repurchase.
The repurchase price for unvested shares of Common Stock will be the lower of (i) the Fair Market Value of the shares of Common
Stock on the date of repurchase or (ii) their original purchase price. However, the Company will not exercise its repurchase right
until at least six (6) months (or such longer or shorter period of time necessary to avoid classification of the Stock Award as
a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Stock Award,
unless otherwise specifically provided by the Board.


 


(m) Performance Based Awards. The Board may grant Stock Awards intended to qualify as qualified performance-based compensation
under Section 162(m) of the Code (“Performance-based Awards”). Performance-based Awards shall be denominated at the
time of grant in Common Stock (“Stock Performance Awards”). Payment under a Stock Performance Award shall be made at
the discretion of the Board, in Common Stock (“Performance Shares”), or in cash or in a combination thereof. Performance-based
Awards shall be subject to the following terms and conditions:


 


(i) The Board shall determine the period of time for which a Performance-based Award is made (“Award Period”);


 






    	 	14	 



     


    

 


(ii) The Board shall
establish in writing objective (“Performance Goals”) that must be meet by the Company or any Affiliate, divisions
or other unit of the Company (“Business Unit”) during the Award Period as a condition to payment being made under
the Performance-based Award. The Performance Goals for each award shall be one or more targeted levels of performances with respects
to one or more of the following objective measures with respect to the Company or any Business Unit: earnings, earnings per share,
stock price increase, total shareholder return (stock price increase plus dividends), return on equity, return on assets, return
on capital, economic value added, revenues, operating income, inventories, inventory turns, cash flows or any of the foregoing
before the effect of acquisitions, divestitures, accounting changes, and restructuring and special charges (determined according
to criteria established by the Board). The Board shall also establish the number Performance Shares or the amount of cash payment
to be made under a Performance-based Award if the Performance Goals are met or exceeded, including the fixing of a maximum payment.
The Board may establish other restrictions to payment under a Performance-based Award, such as a continued employment requirement,
in addition to satisfaction of Performance Goals. Some or all of the Performance Shares may be delivered to the Participant at
the time the award as restricted shares subject to forfeiture in whole or in part if Performance Goals or if applicable other
restrictions are not satisfied.


 


(iii) During or after an Award Period, the performance of the Company or the Business Unit, as applicable, during the period shall
be measured against the Performance Goals. If the Performance Goals are not met, no payment shall be made under a Performance-based
Award. If the Performance Goals are met or exceeded, the Board shall certify that fact in writing and certify the number of Performance
Shares earned or the amount of cash payment to be made under the terms of the Performance-based Award.


 


(iv) No Participant may receive in any fiscal year Stock Performance Awards under which the aggregate amount payable under the
Award exceeds the equivalent of 24,182,009 shares of Common Stock.


 


(v) Each Participant who has received Performance Shares shall come up on notification of the amount due pay to the Company
in cash or by check amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If the Participant
fails to pay the amount demanded, the Company may withhold that amount from other amounts payable to the participant, including
salary subject to applicable law. With the consent of the Board, a Participant may satisfy this obligation, in whole or in part,
by instructing the Company to withhold from any shares to be received or by delivering to the Company other shares of Common Stocks;
provided, however, that the number of shares so delivered or withheld shall not exceed the minimum amount necessary to satisfy
the required withholding application.


 


(vi) The payment of a Performance-based Award in cash shall not reduce the number of shares of Common Stock reserved for awards
under this Plan. The number of shares of Common Stock reserved for awards under this Plan shall be reduced by the number of share
delivered to the Participant upon payment of an award, less the number of shares delivered or withheld to satisfy the withholding
obligations.


  


9. ADJUSTMENTS CHANGES
IN COMMON STOCK; OTHER CORPORATE EVENTS.


 




(a) Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the
class(es) and maximum number of securities subject to this Plan pursuant to Section 3(a), (ii) the class(es) and maximum
number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and
(iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will
make such adjustments, and its determination will be final, binding and conclusive.


 






    	 	15	 



     


    

 


(b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution
or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares
of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior
to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase
rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder
of the Stock Award is providing Continuous Service; provided, however, that the Board may, in its sole discretion, cause some or
all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock
Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.


 


(c) Corporate Transaction. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless
otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate
and the holder of the Stock Award or unless otherwise expressly provided by the Board at the time of grant of the Stock Award.
Except as otherwise stated in the Stock Award Agreement, in the event of a Corporate Transaction, then, notwithstanding any other
provision of this Plan, the Board will take one or more of the following actions with respect to Stock Awards, contingent upon
the closing or completion of the Corporate Transaction:


 


(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited
to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued
pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s
parent company);


 


(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award
may be exercised) to a date prior to the effective time of such Corporate Transaction, as the Board will determine (or, if the
Board will not determine such a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction),
with the Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;


 


(iv) arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 




    	 	16	 



     


    

 


(v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Corporate Transaction, in exchange for cash consideration, if any, as
the Board, in its sole discretion, may consider appropriate; or


 


(vi) provide that holder
of the Stock Award may not exercise the Stock Award but will receive a payment, in the form as may be determined by the Board
equal to the excess, if any, of (A) the value of the property the holder of the Stock Award would have received upon the exercise
of the Stock Award, over (B) any exercise price payable by such holder in connection with such exercise. Payments under this Section
9(c)(vi) may be delayed to the same extent that payment of consideration to the holders of the Common Stock in connection
with the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies. The Board need
not take the same action with respect to all Stock Awards or with respect to all Participants.


 


(d)  Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in
Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.


 


10. TERMINATION
OR SUSPENSION OF THIS PLAN.


 


(a) Plan Term. The Board may suspend or terminate this Plan at any time. Unless sooner terminated by the Board pursuant to Section 2, this Plan will automatically terminate on the day before the tenth
(10th) anniversary of the earlier of (i) the date this Plan is adopted by the Board, or (ii) the date this Plan is approved by
the stockholders of the Company. No Stock Awards may be granted under this Plan while this Plan is suspended or after it is terminated.


 


(b) No Impairment of Rights. Suspension or termination of this Plan will not impair rights and obligations under any Stock Award granted while this Plan is in effect except with the written consent of the affected
Participant.


 


11. EFFECTIVE
DATE OF PLAN.


 


This Plan is effective on the Effective Date.


 


12. CHOICE
OF LAW.


 


(a) The
law of the State of Delaware governs all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules.


 


13. DEFINITIONS.



 


As used in this Plan, the following definitions apply to the capitalized terms indicated below:


 


(a) “Affiliate”
means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as
such terms are defined in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times
at which “parent” or “majority-owned subsidiary” status is determined within the foregoing definition.





  







    	 	17	 



     


    

  


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


 


(c) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to,
the Common Stock subject to this Plan or subject to any Stock Award after the Effective Date without the receipt of consideration
by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property
other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares,
change in corporate structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial
Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company
will not be treated as a Capitalization Adjustment.


 


(d) “Cause” will have the meaning ascribed to such term in any written agreement between the Participant and
the Company defining the term and, in the absence of such agreement, the term means with respect to a Participant, the occurrence
of any of the following events: (i) the Participant’s commission of any felony or any crime involving fraud, dishonesty or
moral turpitude under the laws of the United States or any state thereof; (ii) the Participant’s attempted commission of,
or participation in, a fraud or act of dishonesty against the Company; (iii) the Participant’s intentional, material violation
of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) the Participant’s
unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) the Participant’s
gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without
Cause will be made by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant
was terminated with or without Cause for the purposes of outstanding Stock Awards held by the Participant will have no effect upon
any determination of the rights or obligations of the Company or such Participant for any other purpose.


 


(e) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(i) any Exchange Act
Person becomes the Owner, directly or indirectly, of ecurities of the Company representing more than fifty percent (50%) of the
combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar
transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series
of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities
or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated
percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities
by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject
Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred,
increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage
threshold, then a Change in Control will be deemed to occur;


 






    	 	18	 



     


    

 


(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,
immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately
prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent
(50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or
(B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such transaction; or


 


(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all
of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting
power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their
Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition.


 


Notwithstanding the
foregoing definition or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger
or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change
in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant
will supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition
of Change in Control or any analogous term is provided in an individual written agreement, the foregoing definition will apply.


 


(f) “Code” means the Internal Revenue Code of 1986, as amended, as well as any applicable regulations and guidance
thereunder.


 


(g) “Committee” means a committee of one (1) or more Directors to whom authority has been delegated by the Board
in accordance with Section 2(c).


 


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


 


(i) “Company” means TheMaven, Inc., a Delaware corporation.


 


(j) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to
render consulting or advisory services and is compensated for the services, or (ii) serving as a member of the board of directors
of an Affiliate and is compensated for the services. However, service solely as a Director, or payment of a fee for such service,
will not cause a Director to be considered a “Consultant” for purposes of this Plan.


 




    	 	19	 



     


    

 


(k) “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Director, or Consultant or a change in the Entity for which the Participant renders the service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will
not terminate a Participant’s Continuous Service; provided, however, if the Entity for which a Participant is rendering
service ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, the Participant’s Continuous
Service will be considered to have terminated on the date the Entity ceases to qualify as an Affiliate. For example, a change
in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption
of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence
approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous
Service for purposes of vesting in a Stock Award only to the extent as may be provided in the Company’s leave of absence
policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required
by law.


 


(l) “Corporate
Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i) the consummation of a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion,
of the consolidated assets of the Company and its Subsidiaries;


 


(ii) the consummation of a sale or other disposition of more than fifty percent (50%) of the outstanding securities of the Company;


 


(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation;
or


 


(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving corporation
but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted
or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities,
cash or otherwise.


 


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


 





(n) “Disability”
means the inability of a Participant to engage in any substantially gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code and will be determined
by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 




    	 	20	 



     


    

 


(o) “Effective Date” means the effective date of this Plan, which is the earlier of (i) the date that this Plan
is first approved by the Company’s stockholders, or (ii) the date this Plan is adopted by the Board.


 


(p) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director,
or payment of a fee for the services, will not cause a Director to be considered an “Employee” for purposes of this
Plan.


 


(q) “Entity” means a corporation, partnership, limited liability company or other entity.


 


(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


(s) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section
13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary
of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily
holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural
person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective
Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined
voting power of the Company’s then outstanding securities.


 


(t) “Fair Market Value” means, as of any date, the value of the Common Stock determined by the Board in compliance
with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.


 


(u) “Incentive Stock Option” means an option that qualifies as an “incentive stock option” within
the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


(v) “Nonstatutory Stock Option” means an Option that does not qualify as an Incentive Stock Option.


 


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


 


(x) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock
granted pursuant to this Plan.


 


(y) “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms
and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of this Plan.


 




    	 	21	 



     


    

 


(z) “Optionholder”
means a person to whom an Option is granted pursuant to this Plan or, if applicable, such other person who holds an outstanding
Option.


 


(aa) “Own,”
“Owned,” “Owner,” “Ownership.” A person or Entity will be deemed to “Own,”
to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares
voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(bb) “Participant” means
a person to whom a Stock Award is granted pursuant to this Plan or, if applicable, such other person who holds an outstanding Stock
Award.


 


(cc) “Plan” means this TheMaven,
Inc. 2019 Equity Incentive Plan.


 


(dd) “Restricted Stock Award”
means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).


 


(ee) “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award. Each Restricted Stock Award Agreement will be subject to the terms and conditions
of this Plan.


 


(ff)“Restricted Stock Unit Award”
means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).


 


(gg) “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award
evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be
subject to the terms and conditions of this Plan.


 


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


 


(ii)
“Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock
that is granted pursuant to the terms and conditions of Section 5.


 


(jj)“Stock Appreciation Right Agreement”
means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions
of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of this
Plan.


 


(kk) “Stock
Award” means any right to receive Common Stock granted under this Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, or a Stock Appreciation Right.


 


(ll)“Stock Award Agreement” means
a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock
Award Agreement will be subject to the terms and conditions of this Plan.


 






    	 	22	 



     


    

 


(mm) “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock
having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the
time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of
any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company
or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits
or capital contribution) of more than fifty percent (50%).


 


(nn) “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 




    	 	23