Exhibit 10.2


 


Nuvve
corporation


 


2010
EQuity INcentive PLan


 


Adopted
by the Board of Directors: October 29, 2010





Approved
by the Stockholders: November 1, 2010


Termination
Date: November 1, 2020


 


		1.	General.



 


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


 


(b) Available Stock Awards. The 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) Purpose.
The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Stock Awards as
set forth in Section 1(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate,
and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common
Stock through the granting of Stock Awards.


 


		2.	Administration.



 


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








 


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


 


(i) To determine from
time to time (A) which of the persons eligible under the Plan shall be granted Stock Awards; (B) when and how each Stock Award shall
be granted; (C) what type or combination of types of Stock Award shall be granted; (D) the provisions of each Stock Award granted
(which need not be identical), including the time or times when a person shall be permitted to 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 shall be granted to each such person;
and (F) the Fair Market Value applicable to a Stock Award.


 


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


 






    1


     


    

 


(iii) To settle all controversies regarding
the 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 the 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 the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Stock
Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vi) To amend the 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 the Plan or Stock Awards granted under
the Plan into compliance therewith, 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 shall be required for
any amendment of the Plan that either (A) materially increases the number of shares of Common Stock available for issuance under the
Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the
benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be issued or
purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of Stock Awards available for
issuance under the Plan. Except as provided above, rights under any Stock Award granted before amendment of the Plan shall not be
impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such
Participant consents in writing.


 


(vii) To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan 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 the 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 the Plan that are not subject to Board discretion; provided however, that, the rights under any Stock
Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such
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.


 






    2


     


    

 








(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 the Plan or Stock Awards.


 


(x) To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the 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 (or
strike price) of any outstanding Option or SAR under the Plan, (B) the cancellation of any outstanding Option or SAR under the Plan
and the grant in substitution therefore of (1) a new Option or SAR under the Plan or another equity plan of the Company 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 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 the Plan to a Committee or Committees. If administration
of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, 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 shall thereafter be to
the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. The Board may retain the authority to concurrently administer the 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 shall specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by
such Officer and that such 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 shall not be subject
to review by any person and shall be final, binding and conclusive on all persons.


 






    3


     


    

 








		3.	Shares Subject to the
                                            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 shall not exceed Four Million Seven Hundred Fifty Thousand
(4,750,000) 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 shall not reduce (or otherwise offset) the number of shares of Common Stock that may
be issued pursuant to the 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 the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided
in Section 7(a).


 


(b) Reversion
of Shares to the Share Reserve. If any shares of Common Stock 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 such shares in the Participant, then the shares which are forfeited
shall revert to and again become available for issuance under the Plan. Also, any shares reacquired by the Company pursuant to Section
8(g) or as consideration for the exercise of an Option shall again become available for issuance under the Plan. Notwithstanding the provisions
of this Section 3(b), any such shares shall 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 shall be Nine Million Five Hundred Thousand (9,500,000) shares of Common Stock.


 


(d) Source
of Shares. The stock issuable under the Plan shall 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 a “parent corporation”
or “subsidiary corporation” thereof (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.


 






    4


     


    

 








(b) Ten
Percent Stockholders. A Ten Percent Stockholder shall 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 shall 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 Rule 701 because of the nature of the services that the Consultant is providing to the
Company, because the Consultant is not a natural person, or because of any other provision of Rule 701, unless the Company determines
that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well
as comply with the securities laws of all other relevant jurisdictions.


 


		5.	Provisions
                                            Relating to Options and Stock Appreciation Rights.



 


Each Option or SAR shall be
in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall 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 shall 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 shall be 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 shall 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 shall 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 (or strike price) of each Option or SAR shall be not 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 (or strike price) lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to
the Option or SAR if such 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). Each SAR will be denominated in shares of Common Stock equivalents.


 






    5


     


    

 


(c) Consideration for
Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option shall 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 set
forth below. The Board shall 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;


 


(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 shall 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;
or


 


(v) 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 strike 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.


 






    6


     


    

 


(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 shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the
transferability of Options and SARs shall apply:


 


(i) Restrictions
on Transfer. An Option or SAR shall not be transferable except by will or by the laws of descent and distribution and shall 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 Rule 701 and in a manner consistent with applicable tax and securities
laws upon the Participant’s request.


 


(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 may be deemed to be a Nonstatutory Stock Option as a result of
such transfer.


 


(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, shall 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 shall be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.


 


(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 shall not be less than thirty (30) days if necessary to comply with applicable state laws unless
such termination is for Cause) 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 shall terminate.


 






    7


     


    

 








(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
shall 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 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 shall 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.


 


(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 shall 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
shall 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 shall 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 shall terminate.


 






    8


     


    

 


(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 shall terminate upon the termination date of such Participant’s Continuous Service,
and the Participant shall be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous
Service.


 


(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, shall 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 shall 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.


 


(n) Right
of Repurchase. Subject to the “Repurchase Limitation” in Section 8(l), the Option or SAR may include a provision whereby
the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise
of the Option or SAR.


 


(o) Right
of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right of first refusal following
receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise
of the Option or SAR. Such right of first refusal shall be subject to the “Repurchase Limitation” in Section 8(l). Except
as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first refusal shall otherwise comply with any
applicable provisions of the Bylaws of the Company.


 






    9


     


    

 








		6.	Provisions of Restricted
                                            Stock Awards and Restricted Stock Units.



 


(a) Restricted
Stock Awards. Each Restricted Stock Award Agreement shall be in such form and shall contain such terms and conditions as the Board
shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock
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 shall 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 shall 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.


 


(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 shall be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall 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 Restricted Stock 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.


 






    10


     


    

 


(b) Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement shall be in such form and shall contain such terms and conditions as
the Board shall 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 shall 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.
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 delay the 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.


 


(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, such
portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous
Service.


 


(vii) Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted
under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted
Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the
Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions
may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted
Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule.


 






    11


     


    




 


		7.	Covenants
                                            of the Company.



 


(a)
Availability of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares
of Common Stock reasonably required to satisfy such Stock Awards.


 


(b)
Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the
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 shall not require the Company to register under the Securities Act the 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 the Plan, the Company shall 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 shall 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 shall 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 shall 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 shall constitute
general funds of the Company.


 


(b)
Corporate Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any
Participant shall be deemed completed as of the date of such 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 shall 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 such Stock Award unless and until (i) such 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.


 




    12


     


    



 


(d)
No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder
or in connection with any Stock Award granted pursuant thereto shall 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 shall 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 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 such limit (according to the order in which they were granted) shall 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, shall
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 the Plan as such 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.


 


(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.


 







    13


     


    





 


(h)
Electronic Delivery. Any reference herein to a “written” agreement or document shall 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 the Plan and in accordance
with applicable law.


 


(j)
Compliance with Section 409A. To the extent that the Board determines that any Stock Award granted hereunder is subject to Section
409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions necessary to avoid
the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements shall be
interpreted in accordance with Section 409A of the Code.


 


(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 shall 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: (i) transfers by the Optionholder to the Company, and (ii) 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 shall 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.


 






    14


     


    

 


(l)
Repurchase Limitation. The terms of any repurchase right shall be specified in the Stock Award Agreement. The repurchase price for
vested shares of Common Stock shall 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 shall 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 shall 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.


 


		9.	Adjustments
                                            upon Changes in Common Stock; Other Corporate Events.



 


(a)
Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust:
(i) the class(es) and maximum number of securities subject to the 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 shall make such adjustments, and
its determination shall be final, binding and conclusive.


 


(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) shall 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 such 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.


 




    15


     


    





 


(c)
Corporate Transaction. The following provisions shall 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 a Stock Award. Except as otherwise stated
in the Stock Award Agreement, in the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board
shall 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 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 shall determine (or, if the Board shall not determine such a date, to
the date that is five (5) days prior to the effective date of the Corporate Transaction), with such 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;


 


(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 such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
and


 


(vi)
make a payment, in such 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.


 


The
Board need not take the same action with respect to all Stock Awards or with respect to all Participants.


 




    16


     


    


 


(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 shall occur.


 


		10.	Termination
                                            or Suspension of the Plan.



 


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


 


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


 


		11.	Effective
                                            Date of Plan.



 


This
Plan shall become effective on the Effective Date.


 


		12.	Choice
                                            of Law.



 


The
law of the State of California shall govern 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 the Plan, the following definitions shall 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 shall have the authority to determine the time
or times at which “parent” or “majority-owned subsidiary” status is determined within the foregoing definition.


 


(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 the 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 shall not be treated as
a Capitalization Adjustment.


 







    17


     


    


 


(d)
“Cause” shall have the meaning ascribed to such term in any written agreement between the Participant and
the Company defining such term and, in the absence of such agreement, such term means with respect to a Participant, the occurrence of
any of the following events: (i) such 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) such Participant’s attempted commission of, or participation
in, a fraud or act of dishonesty against the Company;


 


(iii)
such 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) such Participant’s unauthorized use or disclosure of the Company’s confidential
information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the Participant’s
Continuous Service is either for Cause or without Cause shall 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 such Participant shall 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 securities 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 shall 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 shall be
deemed to occur;


 


(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;


 






    18


     


    

 


(iii)
the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a
complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;


 


(iv)
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; or


 


(v)
individuals who, on the date this Plan is adopted by the Board, are members of the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the
Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


Notwithstanding
the foregoing definition or any other provision of this Plan, (A) the term Change in Control shall 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 shall 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 set forth in such an individual written agreement, the foregoing definition shall 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 Nuvve Corporation, 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 such services, or (ii) serving as a member of the board of directors
of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, shall
not cause a Director to be considered a “Consultant” for purposes of the 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 such
service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall
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, such Participant’s Continuous Service
shall be considered to have terminated on the date such 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 shall 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 shall 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 shall be treated as Continuous Service for purposes of vesting in a Stock
Award only to such 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 at least ninety percent (90%) 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.


 






    20


     


    

 


(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 shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(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 such services, shall not cause a Director to be considered an “Employee” for purposes of the 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” shall 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.


 






    21


     


    

 


(x)
“Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock
granted pursuant to the 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 shall be subject to the terms and conditions of the Plan.


 


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


 


(aa)
“Own,” “Owned,” “Owner,” “Ownership”
A person or Entity shall 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 the Plan or, if applicable, such
other person who holds an outstanding Stock Award.


 


(cc)
“Plan” means this Nuvve Corporation 2010 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 shall be subject to
the terms and conditions of the 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 shall be subject to the terms and conditions of the Plan.


 


(hh)
“Rule 405” means Rule 405 promulgated under the Securities Act.


 


(ii)
“Rule 701” means Rule 701 promulgated under the Securities Act.




 


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




 


(kk)
“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.


 






    22


     


    

 


(ll)
“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 shall
be subject to the terms and conditions of the Plan.


 


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


 


(nn)
“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 shall be subject to the terms and conditions of the Plan.


 


(oo)
“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 shall 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%) .


 


(pp)
“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