Exhibit
10.23 


 


Vo
Holdings, Inc. 2017 Stock Incentive Plan


Notice
Of Stock Option Grant (installment Exercise)


 


The Optionee has been granted the following option to purchase
shares of the Common Stock of VO Holdings, Inc.:


 


	Name of Optionee:	As shown on eShares
	 	 
	Total Number of Shares:	As shown on eShares
	 	 
	Type of Option:	Nonstatutory Stock Option (NSO)
	 	 
	Exercise Price per Share:	As shown on eShares
	 	 
	Date of Grant:	As shown on eShares
	 	 
	Date Exercisable:	This option may be exercised with respect to the first 25% of the Shares subject to this option when the Optionee completes twelve (12) months of continuous Service beginning with the Vesting Commencement Date set forth below. This option may be exercised with respect to an additional 6.25% of the Shares subject to this option when the Optionee completes each three-month period of continuous Service thereafter. In addition, if the Company is subject to a Change of Control before the Optionee’s Service terminates, and if the Optionee’s Service is terminated by the Company (or such other applicable member of the Company Group) without Cause in connection with or within 24 months after such Change in Control, then 100% of the Shares subject to this option shall immediately vest and become exercisable.
	 	 
	Vesting Commencement Date:	As shown on eShares
	 	 
	Expiration Date:	As shown on eShares. This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement, or if the Company engages in certain corporate transactions, as provided in Section 10(b) of the Plan.



  






     


     


    

 


By signing below, the Optionee and
the Company agree that this option is granted under, and governed by the terms and conditions of, the Company’s 2017 Stock Incentive
Plan and the Stock Option Agreement. Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. By
signing below, the Optionee further acknowledges and agrees that except for this option the Optionee does not have any outstanding equity-based
rights with respect to any class of shares of the Company or any of its Affiliates, Parents or Subsidiaries, including, without limitation,
pursuant to any option that may have been previously granted to the Optionee under the Vieco 10 Limited 2014 Share Option Plan. Section
14 of the Stock Option Agreement includes important acknowledgements of the Optionee.


 


	OPTIONEE:	 	VO HOLDINGS, INC.
	 	 	 
	 	 	By:	/s/ Dan Hart
	 	 	Title:	Chief Executive Officer



 



     


     


    




 








THE OPTION GRANTED PURSUANT TO THIS
AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.


 


vo
holdings, inc. 2017 stock incentive plan:


stock
option agreement (installment exercise)


 


SECTION 1. GRANT OF OPTION.


 


(a) Option.
On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to the Optionee on the
Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise
Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of Grant (110% of Fair Market Value if this option
is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO
or an NSO, as provided in the Notice of Stock Option Grant.


 


(b) $100,000
Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be an NSO to the
extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code.


 


(c) Stock
Incentive Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received.
The provisions of the Plan are incorporated into this Agreement by this reference. Except as otherwise defined in this Agreement (including
without limitation Section 15 hereof), capitalized terms shall have the meaning ascribed to such terms in the Plan.


 


SECTION 2. RIGHT TO EXERCISE.


 


(a) Exercisability.
Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this option may be exercised prior
to its expiration at the time or times set forth in the Notice of Stock Option Grant.


 


(b) Stockholder
Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior
to the approval of the Plan by the Company’s stockholders.


 






     


     


    

 


SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.


 


Except as otherwise
provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise transferred
(whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.


 


SECTION 4. EXERCISE PROCEDURES.


 


(a) Notice
of Exercise. The Optionee or the Optionee’s representative may exercise this option by: (i) signing and delivering the Company’s
form of Notice of Exercise to the Company pursuant to Section 13(c) specifying the election to exercise this option, the number of Shares
for which it is being exercised and the form of payment and (ii) delivering payment, in a form permissible under Section 5, for the full
amount of the Purchase Price (together with any applicable withholding taxes under Subsection (b)). In the event that this option is being
exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s
right to exercise this option.


 


(b) Withholding
Taxes. In the event that the Company determines that it is required to withhold any tax (including without limitation any income tax,
social insurance contributions, payroll tax, payment on account or other tax-related items arising in connection with the Optionee’s
participation in the Plan and legally applicable to the Optionee (the “Tax-Related Items”)) as a result of the grant,
vesting or exercise of this option, or as a result of the transfer of shares acquired upon exercise of this option, the Optionee, as a
condition of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all Tax-Related Items. The Optionee
acknowledges that the responsibility for all Tax-Related Items is the Optionee’s and may exceed the amount actually withheld by
the Company (or its affiliate or agent).


 


(c) Issuance
of Shares. After satisfying all requirements for exercise of this option, the Company shall cause to be issued one or more certificates
evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising
this option, (ii) in the names of such person and his or her spouse as community property or as joint tenants with the right of survivorship
or (iii) with the Company’s consent, in the name of a revocable trust. Until the issuance of the Shares has been entered into the
books and records of the Company or a duly authorized transfer agent of the Company, no right to vote, receive dividends or any other
right as a stockholder will exist with respect to such Shares. The Company shall cause such certificates to be delivered to or upon the
order of the person exercising this option.


 


SECTION 5. PAYMENT FOR STOCK.


 


 (a) Cash. All or part of the Purchase Price may be paid in cash or cash equivalents.







 


(b) Surrender of Stock. At the
discretion of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the
ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for
transfer and shall be valued at their Fair Market Value as of the date when this option is exercised.


 






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(c) Exercise/Sale.
All or part of the Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company.
However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does
not violate applicable law.


 


SECTION 6. TERM AND EXPIRATION.


 


(a) Basic
Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10
years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option
Grant and Section 3(b) of the Plan applies).


 


(b) Termination
of Service (Except by Death). If the Optionee’s Service terminates for any reason other than death, then this option shall expire
on the earliest of the following occasions:


 





		(i)	The expiration date determined pursuant to Subsection (a) above;



 


		(ii)	The date three months after the termination of the Optionee’s Service for any reason other than Disability or Cause;






 


		(iii)	The date of (and immediately upon) the termination of the Optionee’s
Service by the Company for Cause; or



 


		(iv)	The date twelve months after the termination of the Optionee’s
Service by reason of Disability.



 


The Optionee may exercise all or part
of this option at any time before its expiration under the preceding sentence, but only to the extent that this option had become exercisable
before the Optionee’s Service terminated. When the Optionee’s Service terminates, this option shall expire immediately with
respect to the number of Shares for which this option is not yet exercisable. In the event that the Optionee dies after termination of
Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or
administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary
designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s Service
terminated. Once this option (or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option
(or portion thereof) or to the underlying Shares.


 


(c) Death
of the Optionee. If the Optionee dies while in Service, then this option shall expire on the earlier of the following dates:


 


		(i)	The expiration date determined pursuant to Subsection (a) above; or



 


		(ii)	The date 12 months after the Optionee’s death. 



 


All or part
of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of
the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest
or inheritance, but only to the extent that this option had become exercisable before the Optionee’s death. When the Optionee dies,
this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable. Once this option
(or portion thereof) has terminated, the Optionee shall have no further rights with respect to the option (or portion thereof) or to
the underlying Shares.


 






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(d) Extension
of Post-Termination Exercise Periods. Following the date on which the Company’s Stock is first listed for trading on an established
securities market, if during any part of the exercise period described in Subsections (b)(ii) or (iii) or Subsection (c)(ii) above the
exercise of this option would be prohibited solely because the issuance of Shares upon such exercise would violate the registration requirements
under the Securities Act or a similar provision of other applicable law, then instead of terminating at the end of such prescribed period,
the then- vested portion of this option will instead remain outstanding and not expire until the earlier of (i) the expiration date determined
pursuant to Section 6(a) above or (ii) the date on which the then- vested portion of this option has been exercisable without violation
of applicable law for the aggregate period (which need not be consecutive) after termination of the Optionee’s Service specified
in the applicable Subsection above.


 


(e) Part-Time
Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the vesting
schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting
schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of absence policy or the terms of
such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while
the Optionee is on a bona fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting
of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service
shall be deemed to terminate when such leave ends, unless the Optionee immediately returns to active work.


 


(f) Notice
Concerning ISO Treatment. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for
favorable tax treatment as an ISO to the extent that it is exercised:


 


		(i)	More than three months after the date when the Optionee ceases
to be an Employee for any reason other than death or permanent and total disability (as defined in Section 22(e)(3) of the Code);



 


		(ii)	More than 12 months after the date when the Optionee ceases to
be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or



 


		(iii)	More than three months after the date when the Optionee has been
on a leave of absence for three months, unless the Optionee’s reemployment rights following such leave were guaranteed by statute
or by contract.



 


SECTION 7. RIGHT OF FIRST REFUSAL.


 


(a) Right
of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired
under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less
than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written
Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the
proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale
or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the
Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company
shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice
(subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right
of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.


 


(b) Transfer
of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer
Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares
subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance
with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Optionee
is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent
proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure
described in Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares
on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such
longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that
payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have
the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer
Notice.


 


(c) Additional
or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially
all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend,
the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a
recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property
(including cash or cash equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any
Shares subject to this Section 7 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the
exchange or distribution of such securities or property shall be made to the number and/or class of the Shares subject to this
Section 7.


 






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(d) Termination
of Right of First Refusal. Any other provision of this Section 7 notwithstanding, in the event that the Stock is readily tradable
on an established securities market when the Optionee desires to transfer Shares, the Company shall have no Right of First Refusal, and
the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above.


 


(e) Permitted
Transfers. This Section 7 shall not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer
to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee
and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on
a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under
this Agreement, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement
shall apply to the Transferee to the same extent as to the Optionee.


 


(f) Termination
of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this Agreement,
the consideration for the Shares to be purchased in accordance with this Section 7, then after such time the person from whom such Shares
are to be purchased shall no longer have any rights as a holder of such Shares (other than the right to receive payment of such consideration
in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof,
whether or not the certificate(s) therefor have been delivered as required by this Agreement.


 


(g) Assignment
of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of First Refusal, in whole or in part.
Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and
obligations under this Section 7.


 


SECTION 8. LEGALITY OF INITIAL ISSUANCE.


 


No Shares shall be issued upon the exercise
of this option unless and until the Company has determined that:


 


		(a)	It and the Optionee have taken any actions required to register
the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;



 


		(b)	Any applicable listing requirement of any stock exchange or other
securities market on which Stock is listed has been satisfied; and



 


		(c)	Any other applicable provision of federal, State or foreign law
has been satisfied.



 






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SECTION 9. NO REGISTRATION RIGHTS.


 


The Company may,
but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.


 


SECTION 10. RESTRICTIONS ON TRANSFER OF SHARES.


 


(a) Securities
Law Restrictions. Regardless of whether the offer and sale of Shares under the Plan have been registered under the Securities Act
or have been registered or qualified under the securities laws of any State or other relevant jurisdiction, the Company at its discretion
may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on the
stock certificates (or electronic equivalent) or the imposition of stop-transfer instructions) and may refuse (or may be required to refuse)
to transfer Shares acquired hereunder (or Shares proposed to be transferred in a subsequent transfer) if, in the judgment of the Company,
such restrictions, legends or refusal are necessary or appropriate to achieve compliance with the Securities Act or other relevant securities
or other laws, including without limitation under Regulation S of the Securities Act or pursuant to another available exemption from registration.


 


(b) Market
Stand-Off. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, including the Company’s initial public offering, the Optionee or a Transferee shall not
directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for
the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any
of the foregoing transactions with respect to, any Shares acquired under this Agreement without the prior written consent of the Company
or its managing underwriter. Such restriction (the “Market Stand-Off”) shall be in effect for such period of time following
the date of the final prospectus for the offering as may be requested by the Company or such underwriter. In no event, however, shall
such period exceed 180 days plus such additional period as may reasonably be requested by the Company or such underwriter to accommodate
regulatory restrictions on (i) the publication or other distribution of research reports or (ii) analyst recommendations and opinions,
including (without limitation) the restrictions set forth in Rule 2711(f)(4) of the National Association of Securities Dealers and Rule
472(f)(4) of the New York Stock Exchange, as amended, or any similar successor rules. The Market Stand-Off shall in any event terminate
two years after the date of the Company’s initial public offering. In the event of the declaration of a stock dividend, a spin-off,
a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding
securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed
with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be
subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect
to the Shares acquired under this Agreement until the end of the applicable stand-off period. The Company’s underwriters shall be
beneficiaries of the agreement set forth in this Subsection (b). This Subsection (b) shall not apply to Shares registered in the public
offering under the Securities Act.


 






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(c) Investment
Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof.


 


(d) Investment
Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an exemption
is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of
exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale
or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel,
including (if applicable because the Company is relying on Regulation S under the Securities Act) that as of the date of exercise the
Optionee is (i) not a U.S. Person; (ii) not acquiring the Shares on behalf, or for the account or benefit, of a U.S. Person; and (iii)
is not exercising the option in the United States.


 


(e) Legends.
All certificates evidencing Shares purchased under this Agreement shall bear the following legend:


 


“THE SHARES REPRESENTED HEREBY
MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT
BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE
COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES. IN ADDITION, THE SHARES ARE SUBJECT TO RESTRICTIONS
ON TRANSFER FOR A LIMITED PERIOD FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND
MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER. THE SECRETARY OF
THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”


 






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All certificates evidencing Shares purchased
under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required
or deemed advisable under the provisions of any applicable law):


 


“THE SHARES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY SECURITIES LAWS OF ANY
U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED. IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM
REGISTRATION UNDER THE ACT (INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE
SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF. HEDGING TRANSACTIONS INVOLVING THESE SHARES
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”


 


(f) Removal
of Legends. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate
representing the same number of Shares but without such legend.


 


(g) Administration.
Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 10 shall be conclusive
and binding on the Optionee and all other persons.


 


SECTION 11. DRAG ALONG RIGHT.


 


(a) Required
Actions. If the Requisite Parties approve a transaction or transactions that, if consummated, would constitute a Change in Control,
then Optionee hereby agrees with respect to all Shares which it own(s) or over which it otherwise exercises voting or dispositive authority:


 


(i) to
vote (in person, by proxy or by action by written consent, as applicable) such Shares in favor of such Change in Control;


 


(ii) to
refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Change
in Control;


 


(iii) if
the consideration for such Shares pursuant to the Change in Control includes any securities, accept in lieu thereof an amount of cash
equal to the fair value (as determined in good faith by the Company) of such securities to the extent reasonably necessary (as determined
in good faith by the Company) to comply with applicable federal and state securities laws;


 


(iv) if
the Selling Holders appoint a stockholder representative (the “Stockholder Representative”) for matters affecting the
stockholders of the Company under the applicable definitive transaction agreements to consent to (i) the appointment of such Stockholder
Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar
obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise)
of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s
services and duties in connection with such Change in Control and its related service as the representative of the Stockholders;


 




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(v) to
agree to make representations and warranties and to agree to indemnity and other liability obligations in connection with the Change in
Control on terms and conditions that, taken as a whole, are no less favorable to Optionee than to other holders of Common Stock of the
Company; and


 


(vi) to
execute and deliver all related documentation and take such other action in support of the Change in Control, as reasonably requested
by the Company, including a written consent, release and/or joinder, and to not take any action inconsistent with the Change in Control.


 


(b) Exceptions.
Notwithstanding the foregoing, an Optionee will not be required to comply with Subsection (a) above in connection with any Change in
Control unless (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for
their shares of such class or series as is received by other holders in respect of their shares of such same class or series of
stock and (ii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by
other holders in respect of their shares of Common Stock.


 


SECTION 12. ADJUSTMENT OF SHARES.


 


In the event of any
transaction described in Section 10(a) of the Plan, the terms of this option (including, without limitation, the number and kind of Shares
subject to this option and the Exercise Price) shall be adjusted as set forth in Section 10(a) of the Plan. In the event that the Company
is a party to a merger or consolidation or in the event of a sale of all or substantially all of the Company’s stock or assets,
this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 10(b)
of the Plan.


 


SECTION 13. MISCELLANEOUS PROVISIONS.


 


(a) Rights
as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect
to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares
by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5.


 


(b) No
Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period
of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing
or retaining the Optionee) or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at
any time and for any reason, with or without cause.


 


(c) Notice.
Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery,
(ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, (iii) deposit with
Federal Express Corporation, with shipping charges prepaid or (iv) deposit with any internationally recognized express mail courier service.
Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently
provided to the Company in accordance with this Subsection (c).


 




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(d) Modifications
and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either
party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver
of any other condition or provision or of the same condition or provision at another time.


 


(e) Entire
Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties hereto
with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written
and whether express or implied) that relate to the subject matter hereof.


 


(f) Choice
of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are
applied to contracts entered into and performed in such State.


 


SECTION 14. ACKNOWLEDGEMENTS OF THE OPTIONEE.


 


In addition to the
other terms, conditions and restrictions imposed on this option and the Shares issuable under this option pursuant to this Agreement and
the Plan, the Optionee expressly acknowledges being subject to Sections 7 (Right of First Refusal), 8 (Legality of Initial Issuance),
10 (Restrictions on Transfer of Shares, including without limitation the Market Stand- Off) and 11 (Drag Along Right), as well as the
following provisions:


 


(a) Tax
Consequences (No Liability for Discounted Options). The Optionee agrees that the Company does not have a duty to design or administer
the Plan or its other compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make
any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or
the Optionee’s other compensation. In particular, any Optionee subject to U.S. taxation acknowledges that this option is exempt
from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant. Since
Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors
or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no guarantee in either case that
the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board
of Directors, officers or employees in the event that the Internal Revenue Service asserts that the valuation was too low.


 


(b) Electronic
Delivery of Documents. The Optionee agrees to accept by email all documents relating to the Company, the Plan or this option and
all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that
may be required by the Securities and Exchange Commission). The Optionee also agrees that the Company may deliver these documents by
posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these
documents on a website, it shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may
incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an
interruption of internet access may interfere with his or her ability to access the documents. This consent shall remain in effect
until this option expires or until the Optionee gives the Company written notice that it should deliver paper documents.


 






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(c) No
Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any
obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire
at the end of its full term or on an earlier date related to the termination of the Optionee’s Service. The Optionee further agrees
that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before
it expires. This Subsection (c) shall supersede any contrary representation that may have been made, orally or in writing, by the Company
or by an officer, employee, attorney or agent of the Company.


 


(d) Waiver
of Statutory Information Rights. The Optionee acknowledges and agrees that, upon exercise of this option and until the first sale
of the Company’s Stock to the general public pursuant to a registration statement filed under the Securities Act, he or she will
be deemed to have waived any rights the Optionee might otherwise have had under Section 220 of the Delaware General Corporation Law (or
under similar rights under other applicable law) to inspect for any proper purpose and to make copies and extracts from the Company’s
stock ledger, a list of its stockholders and its other books and records or the books and records of any subsidiary. This waiver applies
only in the Optionee’s capacity as a stockholder and does not affect any other inspection rights the Optionee may have under other
law or pursuant to a written agreement with the Company.


 


(e) Plan
Discretionary. The Optionee understands and acknowledges that (i) the Plan is entirely discretionary, (ii) the Company and the
Optionee’s employer have reserved the right to amend, suspend or terminate the Plan at any time, (iii) the grant of an option
does not in any way create any contractual or other right to receive additional grants of options (or benefits in lieu of options)
at any time or in any amount and (iv) all determinations with respect to any additional grants, including (without limitation) the
times when options will be granted, the number of Shares offered, the Exercise Price and the vesting schedule, will be at the sole
discretion of the Company.


 


(f) Termination
of Service. The Optionee understands and acknowledges that participation in the Plan ceases upon termination of his or her Service
for any reason, except as may explicitly be provided otherwise in the Plan or this Agreement.


 


(g) Extraordinary
Compensation. The value of this option shall be an extraordinary item of compensation outside the scope of the Optionee’s employment
contract, if any, and shall not be considered a part of his or her normal or expected compensation for purposes of calculating severance,
resignation, redundancy or end-of-service payments, bonuses, long- service awards, pension or retirement benefits or similar payments.


 


(h) Authorization
to Disclose. The Optionee hereby authorizes and directs the Optionee’s employer to disclose to the Company or any
Subsidiary any information regarding the Optionee’s employment, the nature and amount of the Optionee’s compensation and
the fact and conditions of the Optionee’s participation in the Plan, as the Optionee’s employer deems necessary or
appropriate to facilitate the administration of the Plan.


 






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(i) Personal
Data Authorization. The Optionee consents to the collection, use and transfer of personal data as described in this Subsection (i).
The Optionee understands and acknowledges that the Company, the Optionee’s employer and the Company’s other Subsidiaries hold
certain personal information regarding the Optionee for the purpose of managing and administering the Plan, including (without limitation)
the Optionee’s name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, any
Shares or directorships held in the Company and details of all options or any other entitlements to Shares awarded, canceled, exercised,
vested, unvested or outstanding in the Optionee’s favor (the “Data”). The Optionee further understands and acknowledges
that the Company and/or its Subsidiaries will transfer Data among themselves as necessary for the purpose of implementation, administration
and management of the Optionee’s participation in the Plan and that the Company and/or any Subsidiary may each further transfer
Data to any third party assisting the Company in the implementation, administration and management of the Plan. The Optionee understands
and acknowledges that the recipients of Data may be located in the United States or elsewhere. The Optionee authorizes such recipients
to receive, possess, use, retain and transfer Data, in electronic or other form, for the purpose of administering the Optionee’s
participation in the Plan, including a transfer to any broker or other third party with whom the Optionee elects to deposit Shares acquired
under the Plan of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Optionee’s
behalf. The Optionee may, at any time, view the Data, require any necessary modifications of Data or withdraw the consents set forth in
this Subsection (i) by contacting the Company in writing.


 


SECTION 15. DEFINITIONS.


 


 (a) “Agreement” shall mean this Stock Option Agreement.




 


 (b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.




 


 (c) “Cause” shall mean:




 


(i) An
unauthorized use or disclosure by the Optionee of the Company Group’s confidential information or trade secrets, which use or disclosure
causes material harm to any member of the Company Group;


 


(ii) A
material breach by the Optionee of any agreement between the Optionee and any member of the Company Group;


 


(iii) A
material failure by the Optionee to comply with the Company Group’s written policies or rules;


 


(iv) The
Optionee’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United
States or any state thereof;


 


 (v) The Optionee’s gross misconduct; or




 


(vi) A
continued failure by the Optionee to perform assigned duties after receiving written notification of such failure from the board of directors
of any member of the Company Group (including the Board of Directors).


 




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(d) “Change
in Control” means the consummation of any of the following transactions in which holders of Shares receive cash, securities
or other adequate consideration deemed acceptable by the Board of Directors: (i) a sale of all or substantially all of the assets of the
Company determined on a consolidated basis to an unrelated person or entity; (ii) a merger, reorganization, or consolidation involving
the Company in which the shares of voting stock of the Company outstanding immediately prior to such transaction represent or are converted
into or exchanged for securities of the surviving or resulting entity immediately upon completion of such transaction which represent
less than 50% of the outstanding voting power of such surviving or resulting entity; or (iii) the acquisition of all or a majority of
the outstanding voting stock of the Company in a single transaction or series of related transactions by a person or group of persons
who are unrelated to the holders of a majority of the outstanding voting stock of the Company immediately prior to the consummation of
such transaction. For the avoidance of doubt, an initial public offering, any subsequent public offering, another capital raising event,
and a merger effected solely to change the Company’s domicile shall not constitute a “Change in Control.” In addition,
a transaction shall not constitute a Sale Event unless such transaction also qualifies as an event under Treasury Regulation Section 1.409A-3(i)(5)(v)
(change in the ownership of a corporation), Treasury Regulation Section 1.409A-3(i)(5)(vi) (change in the effective control of a corporation),
or Treasury Regulation Section 1.409A-3(i)(5)(vii) (change in the ownership of a substantial portion of a corporation’s assets).


 


		(e)	“Company” shall mean VO Holdings, Inc., a Delaware corporation.



 


		(f)	“Immediate Family” shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in- law,
brother-in-law or sister-in-law and shall include adoptive relationships.



 


		(g)	“Optionee” shall mean the person named in the Notice of Stock Option Grant.



 


		(h)	“Plan” shall mean the VO Holdings, Inc. 2017 Stock Incentive Plan, as in effect on the Date of Grant.



 


		(i)	“Purchase Price” shall mean the Exercise
Price multiplied by the number of Shares with respect to which this option is being exercised.



 


		(j)	“Requisite Parties” means both the Board of Directors and the Selling Holders.



 


		(k)	“Right of First Refusal” shall mean the Company’s right of first refusal described in Section 7.



 


		(l)	“Selling Holders” means the holders of
a majority of the then outstanding shares of Common Stock (voting together as a single class and on an as-converted basis). 



 


		(m)	“Service” shall mean service as an Employee, Outside Director or Consultant.



 


		(n)	“Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under this Agreement.



 


		(o)	“Transfer Notice” shall mean the notice
of a proposed transfer of Shares described in Section 7.



 


		(p)	“U.S. Person” shall mean a person described
in Rule 902(k) of Regulation S of the Securities Act (or any successor rule or provision), which generally defines a U.S. person as any
natural person resident in the United States, any estate of which any executor or administrator is a U.S. Person, or any trust of which
of any trustee is a U.S. Person.



 


 


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