Exhibit 10.5


 


ARCHER
AVIATION INC.


 


AMENDED
AND RESTATED 2019 STOCK PLAN


 


1.             Purposes
of the Plan. The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. The Plan provides
for the grant of Options, Restricted Stock and Restricted Stock Unit Awards. Options granted under the Plan may be Incentive Stock Options
or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions
of Section 422 of the Code and the regulations promulgated thereunder.


 


2.             Definitions.
As used herein, the following definitions shall apply:


 


(a)            “Administrator”
means the Board or a Committee.


 


(b)            “Affiliate”
means (i) an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity
and (ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.


 


(c)            “Applicable
Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S.
federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country
or jurisdiction where Options, Restricted Stock, or Restricted Stock Unit Awards are granted under the Plan or Participants reside or
provide services, as such laws, rules, and regulations shall be in effect from time to time.


 


(d)            “Award”
means any award of an Option, Restricted Stock or a Restricted Stock Unit Award granted under the Plan.


 


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


 


(f)            “California
Participant” means a Participant whose Award is issued in reliance on Section 25102(o) of the California Corporations
Code.


 


(g)            “Cashless
Exercise” means a program approved by the Administrator in which payment of the Option exercise price or tax withholding
obligations or other required deductions may be satisfied, in whole or in part, with Shares subject to the Option, including by delivery
of an irrevocable direction to a securities broker (on a form prescribed by the Company) to sell Shares and to deliver all or part of
the sale proceeds to the Company in payment of such amount.


 


(h)            “Cause”
for termination of a Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable
Option Agreement, Restricted Stock Purchase Agreement, Restricted Stock Unit Award Agreement, employment agreement or other applicable
written agreement) if the Participant’s Continuous Service Status is terminated for any of the following reasons: (i) any material
breach by Participant of any material written agreement between Participant and the Company and Participant’s failure to cure such
breach within 30 days after receiving written notice thereof; (ii) any failure by Participant to comply with the Company’s
material written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance
of Participant’s duties and Participant’s failure to cure such condition within 30 days after receiving written notice thereof;
(iv) Participant’s repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer
and Participant’s failure to cure such condition within 30 days after receiving written notice thereof; (v) Participant’s
conviction of, or plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm
to the business or reputation of the Company; (vi) Participant’s commission of or participation in an act of fraud against
the Company; (vii) Participant’s intentional material damage to the Company’s business, property or reputation; or (viii) Participant’s
unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant
owes an obligation of nondisclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without
 “Cause” does not include any termination that occurs as a result of Participant’s death or disability. The determination
as to whether a Participant’s Continuous Service Status has been terminated for Cause shall be made in good faith by the Company
and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate
a Participant’s employment or consulting relationship at any time, and the term “Company” will be interpreted to include
any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate.


 



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(i)            “Change
of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity
(as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company
with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation
of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of all of the Company’s then outstanding voting securities.


 


Notwithstanding the foregoing, a transaction shall
not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create
a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately
before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s Board. An “Excluded
Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately
prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled
to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.


 


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


 


(k)           “Committee”
means one or more committees or subcommittees of the Board consisting of two (2) or more Directors (or such lesser or greater number
of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee of the Board)
appointed by the Board to administer the Plan in accordance with Section 4 below.


 


(l)            “Common
Stock” means the Company’s Common Stock.


 


(m)          “Company”
means Archer Aviation Inc., a Delaware corporation.


 


(n)           “Consultant”
means any person or entity, including an advisor but not an Employee, that renders, or has rendered, services to the Company, or any Parent,
Subsidiary or Affiliate and is compensated for such services, and any Director whether compensated for such services or not.


 


(o)            “Continuous
Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company approved
sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Company, provided that, if an Employee
is holding an Incentive Stock Option and such leave exceeds 3 months then, for purposes of Incentive Stock Option status only, such Employee’s
service as an Employee shall be deemed terminated on the 1st day following such 3-month period and the Incentive Stock Option shall thereafter
automatically become a Nonstatutory Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration of such leave
is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy. Also, Continuous Service Status
as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company
or between the Company, its Parents, Subsidiaries or Affiliates, or their respective successors, or a change in status from an Employee
to a Consultant or from a Consultant to an Employee.


 



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


 


(q)            “Disability”
means “disability” within the meaning of Section 22(e)(3) of the Code.


 


(r)            “Employee”
means any person employed by the Company, or any Parent, Subsidiary or Affiliate, with the status of employment determined pursuant to
such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws, including
the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute “employment”
of such director by the Company or any Parent, Subsidiary or Affiliate.


 


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


 


(t)            “Fair
Market Value” means, as of any date, the per share fair market value of the Common Stock, as determined by the Administrator
in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination
of Fair Market Value shall be based upon the per share closing price for the Shares as reported in The Wall Street Journal for the applicable
date.


 


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


 


(v)            “Incentive
Stock Option” means an Option intended to, and which does, in fact, qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(w)           “Involuntary
Termination” means (unless another definition is provided in the applicable Option Agreement, Restricted Stock Purchase
Agreement, Restricted Stock Unit Award Agreement, employment agreement or other applicable written agreement) the termination of a Participant’s
Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause by the Company or a Parent, Subsidiary,
Affiliate or successor thereto, as appropriate.


 


(x)            “Listed
Security” means any security of the Company that is listed or approved for listing on a national securities exchange or
designated or approved for designation as a national market system security on an interdealer quotation system by the Financial Industry
Regulatory Authority (or any successor thereto).


 


(y)            “Nonstatutory
Stock Option” means an Option that is not intended to, or does not, in fact, qualify as an Incentive Stock Option.


 


(z)            “Option”
means a stock option granted pursuant to Section 7 below.


 


(aa)          “Option
Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement,
including, but not limited to, a notice of stock option grant and a form of exercise notice.


 


(bb)          “Option
Exchange Program” means a program approved by the Administrator whereby outstanding Options (i) are exchanged for Options
with a lower exercise price, Restricted Stock, Restricted Stock Unit Awards, cash or other property or (ii) are amended to decrease
the exercise price as a result of a decline in the Fair Market Value.


 



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(cc)          “Optioned
Stock” means Shares that are subject to an Option or that were issued pursuant to the exercise of an Option.


 





(dd)          “Optionee”
means an Employee or Consultant who receives an Option.


 


(ee)          “Parent”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of grant of
the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the
adoption of the Plan shall be considered a Parent commencing as of such date.


 


(ff)           “Participant”
means any holder of one or more Awards or Shares issued pursuant to an Award.


 


(gg)         “Plan”
means this Amended and Restated 2019 Stock Plan.


 


(hh)         “Restricted
Stock” means Shares acquired pursuant to a right to purchase or receive Common Stock granted pursuant to Section 8(a) below.


 


(ii)           “Restricted
Stock Purchase Agreement” means a written document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of Restricted Stock granted under the Plan and includes any documents attached to such agreement.


 


(jj)           “Restricted
Stock Unit Award” means a right to receive Shares which is granted pursuant to Section 8(b) below.


 


(kk)        “Restricted
Stock Unit Award Agreement” means a written document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of a Restricted Stock Unit Award granted under the Plan, and includes any documents attached to or
incorporated into such Restricted Stock Unit Award Agreement, including, but not limited to, a restricted stock unit grant notice.


 


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


 


(mm)       “Share”
means a share of Common Stock, as adjusted in accordance with Section 10 below.


 


(nn)         “Stock
Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are
quoted at any given time.


 


(oo)          “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of grant
of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status
of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.


 


(pp)          “Ten
Percent Holder” means a person who owns stock representing more than 10% of the voting power of all classes of stock of
the Company or any Parent or Subsidiary measured as of an Award’s date of grant.


 



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3.             Stock
Subject to the Plan. Subject to the provisions of Section 10 below, the maximum aggregate number of Shares that may be
issued under the Plan is 75,000,000 Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock Options. The
Shares issued under the Plan may be authorized, but unissued, or reacquired Shares. If an Award should expire or become unexercisable
for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unissued Shares that
were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant
to future Awards. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise
or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue
to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company
due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the Shares (including,
without limitation, upon forfeiture to or repurchase by the Company in connection with the termination of a Participant’s Continuous
Service Status) shall again be available for future grant under the Plan. Notwithstanding the foregoing, subject to the provisions of
Section 10 below, in no event shall the maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive
Stock Options exceed the number set forth in the first sentence of this Section 3 plus, to the extent allowable under Section 422
of the Code and the Treasury Regulations promulgated there under, any Shares that again become available for issuance pursuant to the
remaining provisions of this Section 3.


 


4.             Administration
of the Plan.


 


(a)           General.
The Plan shall be administered by the Board, a Committee appointed by the Board, or any combination thereof, as determined by the Board.
The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by
Applicable Laws, the Board may authorize one or more officers of the Company to make Awards under the Plan to Employees and Consultants
(who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board.


 


(b)           Committee
Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint
additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however
caused) and dissolve a Committee and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the
case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code,
to the extent permitted or required by such provisions.


 


(c)           Powers
of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in its sole discretion:


 


(i)             to
determine the Fair Market Value in accordance with Section 2(t) above, provided that such determination shall be applied consistently
with respect to Participants under the Plan;


 


(ii)           to
select the Employees and Consultants to whom Awards may from time to time be granted;


 


(iii)          to
determine the number of Shares to be covered by each Award;


 


(iv)           to
approve the form(s) of agreement(s) and other related documents used under the Plan;


 


(v)            to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions
include but are not limited to the exercise or purchase price, the time or times when Awards may vest and/or be exercised (which may be
based on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived,
and any restriction or limitation regarding any Award, Optioned Stock, Restricted Stock, or Restricted Stock Unit Award;


 



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(vi)           to
amend any outstanding Award or agreement related to any Optioned Stock, Restricted Stock, or Restricted Stock Unit Award, including any
amendment adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing
services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any Participant
without his or her consent;


 


(vii)          to
determine whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common
Stock;


 


(viii)        subject
to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without
consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Option that would materially and
adversely affect the rights of any Participant shall be made without his or her consent;


 


(ix)           to
approve addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of, any outstanding Option Agreement,
Restricted Stock Purchase Agreement, or Restricted Stock Unit Award Agreement or any agreement related to any Optioned Stock, Restricted
Stock, or Restricted Stock Unit Award held by Participants who are foreign nationals or employed outside of the United States with such
terms and conditions as the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom
which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences;
and


 


(x)            to
construe and interpret the terms of the Plan, any Option Agreement, Restricted Stock Purchase Agreement, or Restricted Stock Unit Award
Agreement and any agreement related to any Optioned Stock, Restricted Stock, or Restricted Stock Unit Award, which constructions, interpretations
and decisions shall be final and binding on all Participants.


 


(d)            Indemnification.
To the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable), or
of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit,
or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act
under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures to act in good faith,
and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided that such member shall give the
Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes
to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, by contract, as
a matter of law, or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person.


 


5.             Eligibility.


 


(a)            Recipients
of Grants. Nonstatutory Stock Options, Restricted Stock and Restricted Stock Unit Awards may be granted to Employees and Consultants.
Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive
Stock Options.


 


(b)            Type
of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock
Option.


 



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(c)            ISO
$100,000 Limitation. Notwithstanding any designation under Section 5(b) above, to the extent that the aggregate Fair
Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated
as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as
of the date of the grant of such Option.


 


(d)            No
Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any right with respect to continuation
of an employment or consulting relationship with the Company (any Parent, Subsidiary or Affiliate), nor shall it interfere in any way
with such Employee’s or Consultant’s right or the Company’s (Parent’s, Subsidiary’s or Affiliate’s)
right to terminate his or her employment or consulting relationship at any time, with or without cause.


 


6.             Term
of Plan. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of 10 years
unless sooner terminated under Section 14 below.


 


7.             Options.


 


(a)            Term
of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more
than 10 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that,
in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option
shall be 5 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.


 


(b)           Option
Exercise Price and Consideration.


 


(i)            Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall be such price as is determined
by the Administrator and set forth in the Option Agreement, but shall be subject to the following:


 


(1)           In
the case of an Incentive Stock Option


 


a.             granted
to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market
Value on the date of grant;


 


b.             granted
to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value on the date of grant;


 


(2)           Except
as provided in subsection (3) below, in the case of a Nonstatutory Stock Option the per Share exercise price shall be such price
as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the
date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code; and


 


(3)           Notwithstanding
the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate
transaction.


 



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(ii)           Permissible
Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment,
shall be determined by the Administrator (and, in the case of an Incentive Stock Option and to the extent required by Applicable Laws,
shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) to the extent permitted
under, and in accordance with, Applicable Laws, delivery of a promissory note with such recourse, interest, security and redemption provisions
as the Administrator determines to be appropriate (subject to the provisions of Section 152 of the Delaware General Corporation Law);
(4) cancellation of indebtedness; (5) other previously owned Shares that have a Fair Market Value on the date of surrender equal
to the aggregate exercise price of the Shares as to which the Option is exercised; (6) a Cashless Exercise; (7) such other consideration
and method of payment permitted under Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its
determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably
expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration
at the time of any Option exercise.


 


(c)            Exercise
of Option.


 


(i)            General.


 


(1)             Exercisability.
Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent
with the terms of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect
to the Company, and Parent, Subsidiary or Affiliate, and/or the Optionee.


 


(2)             Leave
of Absence. The Administrator shall have the discretion to determine at any time whether and to what extent the vesting of Options
shall be tolled during any leave of absence; provided, however, that in the absence of such determination, vesting of Options shall
continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding
the foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Optionee’s
returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniformed Services
Employment and Reemployment Rights Act of 1994, as amended), he or she shall be given vesting credit with respect to Options to the same
extent as would have applied had the Optionee continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if
applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.


 


(3)             Minimum
Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised
as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares
as to which the Option is then exercisable.


 


(4)             Procedures
for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been received by the Company
in accordance with the terms of the Option Agreement by the person entitled to exercise the Option and the Company has received full payment
for the Shares with respect to which the Option is exercised and has paid, or made arrangements to satisfy, any applicable taxes, withholding,
required deductions or other required payments in accordance with Section 9 below. The exercise of an Option shall result in a decrease
in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.


 


(5)             Rights
as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital
stock shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock is issued, except as provided in Section 10 below.


 



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(ii)           Termination
of Continuous Service Status. The Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions
upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which
provisions may be waived or modified by the Administrator at any time. To the extent that an Option Agreement does not specify the terms
and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following provisions
shall apply:


 


(1)             General
Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled
within the time specified below, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall
revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement
(and subject to this Section 7).


 


(2)             Termination
other than Upon Disability or Death or for Cause. In the event of termination of an Optionee’s Continuous Service Status other
than under the circumstances set forth in the subsections (3) through (5) below, such Optionee may exercise any outstanding
Option at any time within 3 month(s) following such termination to the extent the Optionee is vested in the Optioned Stock.


 


(3)             Disability
of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability, such
Optionee may exercise any outstanding Option at any time within 12 month(s) following such termination to the extent the Optionee
is vested in the Optioned Stock.


 


(4)             Death
of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of any
outstanding Option, or within 3 month(s) following termination of the Optionee’s Continuous Service Status, the Option may
be exercised by any beneficiaries designated in accordance with Section 16 below, or if there are no such beneficiaries, by the Optionee’s
estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within 12 month(s) following
the date the Optionee’s Continuous Service Status terminated, but only to the extent the Optionee is vested in the Optioned Stock.


 


(5)             Termination
for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any outstanding Option (including
any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee
of termination of the Optionee’s Continuous Service Status for Cause. If an Optionee’s Continuous Service Status is suspended
pending an investigation of whether the Optionee’s Continuous Service Status will be terminated for Cause, all the Optionee’s
rights under any Option, including the right to exercise the Option, shall be suspended during the investigation period. Nothing in this
Section 7(c)(ii)(5) shall in any way limit the Company’s right to purchase unvested Shares issued upon exercise of an
Option as set forth in the applicable Option Agreement.


 


(iii)         Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under
the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such
offer is made.


 


8.             Awards
Other Than Options.


 


(a)           Restricted
Stock.


 


(i)             Rights
to Purchase. When a right to purchase or receive Restricted Stock is granted under the Plan, the Company shall advise the recipient
in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled
to purchase, the price to be paid, if any (which shall be as determined by the Administrator, subject to Applicable Laws, including any
applicable securities laws), and the time within which such person must accept such offer. The permissible consideration for Restricted
Stock shall be determined by the Administrator and shall be the same as is set forth in Section 7(b)(ii) above with respect
to exercise of Options. The offer to purchase Shares shall be accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.


 



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(ii)           Repurchase
Option.


 


(1)            General.
Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable
upon the voluntary or involuntary termination of the Participant’s Continuous Service Status for any reason (including death or
Disability) at a purchase price for Shares equal to the original purchase price paid by the purchaser to the Company for such Shares and
may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the
Administrator may determine.


 


(2)             Leave
of Absence. The Administrator shall have the discretion to determine at any time whether and to what extent the lapsing of Company
repurchase rights shall be tolled during any leave of absence; provided, however, that in the absence of such determination, such
lapsing shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws).
Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion
of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her
to protection upon such return under the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended), he or she shall
be given vesting credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would
have applied had the Participant continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable)
throughout the leave on the same terms as he or she was providing services immediately prior to such leave.


 


(iii)         Other
Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase
Agreements need not be the same with respect to each Participant.


 


(iv)          Rights
as a Holder of Capital Stock. Once the Restricted Stock is purchased, the Participant shall have the rights equivalent to those
of a holder of capital stock, and shall be a record holder when his or her purchase and the issuance of the Shares is entered upon the
records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the Restricted Stock is purchased, except as provided in Section 10 below.


 


(b)           Restricted
Stock Unit Awards.


 


(i)            General.
Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Administrator will 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. Each Restricted Stock Unit Award Agreement will conform to (through
incorporation of the provisions hereof by reference in such agreement or otherwise) the substance of each of the following provisions:


 


(ii)           Consideration.
At the time of grant of a Restricted Stock Unit Award, the Administrator will determine the consideration, if any, to be paid by the Participant
upon delivery of each Share subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each
Share subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Administrator,
in its sole discretion, and permissible under Applicable Laws.


 



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(iii)         Vesting.


 


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


 


(2)             Leave
of Absence. The Administrator shall have the discretion to determine at any time whether and to what extent vesting of Restricted
Stock Unit Awards shall be tolled during any leave of absence; provided, however, that in the absence of such determination, vesting of
Restricted Stock Unit Awards shall continue during any paid leave and shall be tolled during any unpaid leave (unless otherwise required
by Applicable Laws). Notwithstanding the foregoing, in the event of military leave, vesting of Restricted Stock Unit Awards shall toll
during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that
would entitle him or her to protection upon such return under the Uniformed Services Employment and Reemployment Rights Act of 1994, as
amended), he or she shall be given vesting credit with respect to Restricted Stock Unit Awards to the same extent as would have applied
had the Participant continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the
leave on the same terms as he or she was providing services immediately prior to such leave.


 


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


 


(v)            Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Administrator, as it deems appropriate, may impose
such restrictions or conditions that delay the delivery of the Shares (or their cash equivalent) subject to a Restricted Stock Unit Award
to a time after the vesting of such Restricted Stock Unit Award.


 


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


 


(vii)         Termination
of Participant’s Continuous Service Status. 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 Status.


 


(viii)        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 will 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, will be
determined by the Administrator 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 Shares that are 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.


 


9.             Taxes.


 


(a)           As
a condition of the grant, vesting and exercise of an Award, the Participant (or in the case of the Participant’s death or a permitted
transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for the satisfaction
of any applicable U.S. federal, state, local or foreign tax, withholding, and any other required deductions or payments that may arise
in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.


 



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(b)           The
Administrator may, to the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant’s death
or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding, or any other
required deductions or payments by Cashless Exercise or by surrendering Shares (either directly or by stock attestation) that he or she
previously acquired; provided that, unless specifically permitted by the Company, any such Cashless Exercise must be an approved broker-assisted
Cashless Exercise or the Shares withheld in the Cashless Exercise must be limited to avoid financial accounting charges under applicable
accounting guidance and any such surrendered Shares must have been previously held for any minimum duration required to avoid financial
accounting charges under applicable accounting guidance. Any payment of taxes by surrendering Shares to the Company may be subject to
restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.


 





10.          Adjustments
Upon Changes in Capitalization, Merger or Certain Other Transactions.


 


(a)           Changes
in Capitalization. Subject to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the
numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered
by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price
per Share applicable to Shares issued pursuant to any Award, shall be automatically proportionately adjusted in the event of a stock split,
reverse stock split, stock dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event
of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of
an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the
Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a
reorganization, merger, a spin-off, split-up, change in corporate structure or a similar occurrence, the Administrator shall make appropriate
adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other stock or securities: (x) available
for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of
each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such
adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Award. If, by reason of a transaction described in this Section 10(a) or an adjustment pursuant to this
Section 10(a), a Participant’s Award agreement or agreement related to any Optioned Stock, Restricted Stock, or Restricted
Stock Unit Award covers additional or different shares of stock or securities, then such additional or different shares, and the Award
agreement or agreement related to the Optioned Stock, Restricted Stock, or Restricted Stock Unit Award in respect thereof, shall be subject
to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock, Restricted Stock, and Restricted
Stock Unit Award prior to such adjustment.


 


(b)           Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior
to the consummation of such action, unless otherwise determined by the Administrator.


 



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(c)           Corporate
Transactions. In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger,
consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity
or person, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock (a “Corporate
Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination
may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner.
Such determination, without the consent of any Participant, may provide (without limitation) for one or more of the following in the event
of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation);
(B) the assumption of such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving
corporation or its parent of new options or equity awards for such Awards; (D) the cancellation of such Awards in exchange for a
payment to the Participants equal to the excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing
date of such Corporate Transaction over (2) the exercise price or purchase price paid or to be paid for the Shares subject to the
Awards; or (E) the cancellation of any outstanding Options, rights to purchase Restricted Stock, unvested Restricted Stock Unit Awards,
in each case, for no consideration. Notwithstanding anything under this Plan, any Award agreement or otherwise, any escrow, holdback,
earn-out or similar provisions agreed to pursuant to, or in connection with, a Corporate Transaction shall, unless otherwise determined
by the Board, apply to any payment or other right a Participant may be entitled to under this Plan, if any, to the same extent and in
the same manner as such provisions apply generally to the holders of the Company’s Common Stock with respect to the Corporate Transaction,
but only to the extent permitted by Applicable Law, including (without limitation), Section 409A of the Code.


 


11.          Non-Transferability
of Awards.


 


(a)           General.
Except as set forth in this Section 11, Awards (or any rights of such Awards) may not be sold, pledged, encumbered, assigned, hypothecated,
or disposed of or otherwise transferred in any manner other than by will or by the laws of descent or distribution. The designation of
a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the lifetime of the holder of the Option,
only by such holder or a transferee permitted by this Section 11.


 


(b)           Limited
Transferability Rights. Notwithstanding anything else in this Section 11, the Administrator may in its sole discretion
provide that any Nonstatutory Stock Options may be transferred by instrument to an inter vivos or testamentary trust in which the
Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to Family Members. Further, beginning with
(i) the period when the Company begins to rely on the exemption described in Rule 12h-1(f)(1) promulgated under the Exchange
Act, as determined by the Board in its sole discretion, and (ii) ending on the earlier of (A) the date when the Company ceases
to rely on such exemption, as determined by the Board in its sole discretion, or (B) the date when the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act, an Option, or prior to exercise, the Shares subject to
the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short
position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and
Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons who are Family Members through gifts or domestic
relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding
the foregoing sentence, the Board, in its sole discretion, may permit transfers of Nonstatutory Stock Options to the Company or in connection
with a Change of Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).


 


12.          Non-Transferability
of Stock Underlying Awards.


 


(a)           General.
Notwithstanding anything to the contrary, no Participant or other stockholder shall Transfer (as such term is defined below) any Shares
(or any rights of or interests in such Shares) acquired pursuant to any Award (including, without limitation, Shares acquired upon exercise
of an Option) to any person or entity unless such Transfer is approved by the Company prior to such Transfer, which approval may be granted
or withheld in the Company’s sole and absolute discretion. “Transfer” shall mean, with respect to any
security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or suffrage of a lien
or encumbrance in or upon, or the gift, placement in trust, or the Constructive Sale (as such term is defined below) or other disposition
of such security (including transfer by testamentary or intestate succession, merger or otherwise by operation of law) or any right, title
or interest therein (including, but not limited to, any right or power to vote to which the holder thereof may be entitled, whether such
right or power is granted by proxy or otherwise), or the record or beneficial ownership thereof, the offer to make such a sale, transfer,
Constructive Sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of
the foregoing. “Constructive Sale” shall mean, with respect to any security, a short sale with respect to such
security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures
or forward contract to deliver such security, or entering into any other hedging or other derivative transaction that has the effect of
materially changing the economic benefits and risks of ownership. Any purported Transfer effected in violation of this Section 12
shall be null and void and shall have no force or effect and the Company shall not be required (i) to transfer on its books any Shares
that have been sold or otherwise transferred in violation of any of the provisions of the Plan or (ii) to treat as owner of such
Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 



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(b)           Approval
Process. Any Participant or stockholder seeking the approval of the Company to Transfer some or all of its Shares shall give
written notice thereof to the Secretary of the Company that shall include: (1) the name of the stockholder; (2) the proposed
transferee; (3) the number of shares of the Transfer of which approval is thereby requested; and (4) the purchase price, if
any, of the shares proposed for Transfer. The Company may require the Participant to supplement its notice with such additional information
as the Company may request or as may otherwise be required by the applicable Option Agreement, Restricted Stock Purchase Agreement, Restricted
Stock Unit Award Agreement or other applicable written agreement. In addition such request for Transfer shall be subject to such right
of first refusal, transfer provisions and any other terms and conditions as may be set forth in the applicable Option Agreement, Restricted
Stock Purchase Agreement, Restricted Stock Unit Award Agreement or other applicable written agreement.


 


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


 


14.          Amendment
and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no amendment or termination shall be
made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent.
In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain the approval of holders of
capital stock with respect to any Plan amendment in such a manner and to such a degree as required.


 


15.          Conditions
Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant
to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan
unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with
its legal counsel. As a condition to the exercise of any Option, purchase of any Restricted Stock or receipt of payment in settlement
of any Restricted Stock Unit Award, the Company may require the person exercising the Option, purchasing the Restricted Stock or receiving
payment in settlement of the Restricted Stock Unit Award to represent and warrant at the time of such exercise, purchase, or payment that
the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion
of counsel for the Company, such a representation is advisable or required by Applicable Laws. Shares issued upon the exercise of Options,
purchase of Restricted Stock or settlement of Restricted Stock Unit Awards prior to the date, if ever, on which the Common Stock becomes
a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required
to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as
is reflected in the applicable Option Agreement, Restricted Stock Purchase Agreement, or Restricted Stock Unit Award Agreement.


 


16.          Beneficiaries.
If permitted by the Company, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the
Participant’s death. Except as otherwise provided in an Award agreement, if no beneficiary was designated or if no designated beneficiary
survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s
estate or to any person who has the right to acquire the Award by bequest or inheritance.


 



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17.          Approval
of Holders of Capital Stock. If required by Applicable Laws, continuance of the Plan shall be subject to approval by the holders
of capital stock of the Company within 12 months before or after the date the Plan is adopted or, to the extent required by Applicable
Laws, any date the Plan is amended. Such approval shall be obtained in the manner and to the degree required under Applicable Laws.


 


18.          Addenda.
The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting Awards
to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or appropriate to
accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan. The
terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not
otherwise affect the terms of the Plan as in effect for any other purpose.


 


19.          Information
to Holders of Options. In the event the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange
Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act of 1933,
as amended, to all holders of Options in accordance with the requirements thereunder until such time as the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company may request that holders of Options agree
to keep the information to be provided pursuant to this Section confidential. If the holder does not agree to keep the information
to be provided pursuant to this Section confidential, then the Company will not be required to provide the information unless otherwise
required pursuant to Rule 12h-1(f)(1) of the Exchange Act.


 



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ADDENDUM A


 


2019 Stock Plan


(California Participants)


 


Prior to the date, if ever,
on which the Common Stock becomes a Listed Security and/or the Company is subject to the reporting requirements of the Exchange Act, the
terms set forth herein shall apply to Awards issued to California Participants. All capitalized terms used herein but not otherwise defined
shall have the respective meanings set forth in the Plan.


 


1.             The
following rules shall apply to any Option in the event of termination of the Participant’s Continuous Service Status:


 


(a)            If
such termination was for reasons other than death, “Permanent Disability” (as defined below), or Cause, the
Participant shall have at least 30 days after the date of such termination to exercise his or her Option to the extent the Participant
is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration
of the term as set forth in the Option Agreement.


 


(b)            If
such termination was due to death or Permanent Disability, the Participant shall have at least 6 months after the date of such termination
to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no
event shall the Option be exercisable after the expiration of the term as set forth in the Option Agreement.


 


“Permanent Disability”
for purposes of this Addendum shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company,
to perform the major duties of the Participant’s position with the Company or any Parent or Subsidiary because of the sickness or
injury of the Participant.


 


2.             Notwithstanding
anything to the contrary in Section 10(a) of the Plan, the Administrator shall in any event make such adjustments as may be
required by Section 25102(o) of the California Corporations Code.


 


3.             Notwithstanding
anything stated herein to the contrary, no Option shall be exercisable on or after the 10th anniversary of the date of grant and any Award
agreement shall terminate on or before the 10th anniversary of the date of grant.


 


4.             The
Company shall furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations,
consistent with the requirements of Applicable Laws, at least annually to each California Participant during the period such Participant
has one or more Awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such
Participant owns such Shares; provided, however, the Company shall not be required to provide such information if (i) the
issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent information or (ii) the
Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as amended; provided that for purposes
of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined
in Rule 701.


 



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