Exhibit 4.3


 


 


VMTurbo, Inc.


 


Amended
and Restated 2008 Stock Plan


 


Adopted
on December 10, 2008


 


Amended
and Restated on September 25, 2013


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	SECTION 1.	Establishment And Purpose	1
	 	 	 
	SECTION 2.	Administration	1
	(a)	Committees of the Board of Directors	1
	(b)	Authority of the Board of Directors	1
	 	 	 
	SECTION 3.	Eligibility	1
	(a)	General Rule	1
	(b)	Ten-Percent Stockholders	1
	 	 	 
	SECTION 4.	Stock Subject To Plan	2
	(a)	Basic Limitation	2
	(b)	Additional Shares	2
	 	 	 
	SECTION 5.	Terms And Conditions Of Awards Or Sales	2
	(a)	Stock Purchase Agreement	2
	(b)	Duration of Offers and Nontransferability of Rights	2
	(c)	Purchase Price	2
	(d)	Withholding Taxes	2
	(e)	Restrictions on Transfer of Shares	2
	 	 	 
	SECTION 6.	Terms And Conditions Of Options	3
	(a)	Stock Option Agreement	3
	(b)	Number of Shares	3
	(c)	Exercise Price	3
	(d)	Exercisability	3
	(e)	Term	3
	(f)	Restrictions on Transfer of Shares	3
	(g)	Transferability of Options	3
	(h)	Withholding Taxes	4
	(i)	No Rights as a Stockholder	4
	(j)	Modification, Extension and Assumption of Options	4
	 	 	 
	SECTION 7.	Payment For Shares	4
	(a)	General Rule	4
	(b)	Services Rendered	4
	(c)	Promissory Note	4
	(d)	Surrender of Stock	4
	(e)	Exercise/Sale	4
	(f)	Other Forms of Payment	5
	 	 	 
	SECTION 8.	Adjustment Of Shares	5
	(a)	General	5
	(b)	Change in Control	5



 






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	SECTION 9.	Securities Law Requirements	6
	 	 	 
	SECTION 10.	No Retention Rights	6
	 	 	 
	SECTION 11.	Duration and Amendments	6
	 	 	 
	(a)	Term of the Plan	6
	(b)	Right to Amend or Terminate the Plan	6
	(c)	Effect of Amendment or Termination	7
	 	 	 
	SECTION 12.	Definitions	7



 






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VMTurbo, Inc.
Amended and Restated 2008 Stock Plan


 


SECTION 1.          Establishment
And Purpose.


 


The purpose of the Plan is
to offer selected persons an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest,
by purchasing Shares of the Company’s Stock. The Plan provides both for the direct award or sale of Shares and for the grant of
Options to purchase Shares. Options granted under the Plan may include Nonstatutory Options as well as ISOs intended to qualify under
Section 422 of the Code.


 


Capitalized terms are defined
in Section 12.


 


SECTION 2.          Administration.


 


(a)            Committees
of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee
shall consist of one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall
have such authority and be responsible for such functions as the Board of Directors has assigned to it. If no Committee has been appointed,
the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a
reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.


 


(b)            Authority
of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall
have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions,
interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons
deriving their rights from a Purchaser or Optionee.


 


SECTION 3.          Eligibility.


 


(a)            General
Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Nonstatutory
Options or the direct award or sale of Shares. Only Employees shall be eligible for the grant of ISOs.


 


(b)            Ten-Percent
Stockholders. A person who owns more than 10% of the total combined voting power of all classes
of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the
Exercise Price is at least 110% of the Fair Market Value of a Share on the date of grant and (ii) such ISO by its terms is not exercisable
after the expiration of five years from the date of grant. For purposes of this Subsection (b), in determining stock ownership,
the attribution rules of Section 424(d) of the Code shall be applied.


 






     


     


    

 


SECTION 4.          Stock
Subject To Plan.


 


(a)            Basic
Limitation. Not more than 23,066,666 (after giving effect to the 2-for-1 forward stock split
effected on September 25, 2013) Shares may be issued under the Plan (subject to Subsection (b) below and Section 8).
All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Options or other rights outstanding
at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.
Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.


 


(b)            Additional
Shares. In the event that Shares previously issued under the Plan are reacquired by the Company,
such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that an outstanding Option
or other right for any reason expires or is canceled, the Shares allocable to the unexercised portion of such Option or other right shall
be added to the number of Shares then available for issuance under the Plan.


 


SECTION 5.          Terms
And Conditions Of Awards Or Sales.


 


(a)            Stock
Purchase Agreement. Each award or sale of Shares under the Plan (other than upon exercise of
an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject
to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Purchase Agreement. The provisions of the various
Stock Purchase Agreements entered into under the Plan need not be identical.


 


(b)            Duration
of Offers and Nontransferability of Rights. Any right to acquire Shares under the Plan (other
than an Option) shall automatically expire if not exercised by the Purchaser within 30 days after the grant of such right was communicated
to the Purchaser by the Company. Such right shall not be transferable and shall be exercisable only by the Purchaser to whom such right
was granted.


 


(c)            Purchase
Price. The Purchase Price of Shares to be offered under the Plan, if newly issued, shall not
be less than the par value of such Shares. Subject to the preceding sentence, the Board of Directors shall determine the Purchase Price
at its sole discretion. The Purchase Price shall be payable in a form described in Section 7.


 


(d)            Withholding
Taxes. As a condition to the purchase of Shares, the Purchaser shall make such arrangements
as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may
arise in connection with such purchase.


 


(e)            Restrictions
on Transfer of Shares. Any Shares awarded or sold under the Plan shall be subject to such special
forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors may determine.
Such restrictions shall be set forth in the applicable Stock Purchase Agreement and shall apply in addition to any restrictions that
may apply to holders of Shares generally. A Stock Purchase Agreement may provide for accelerated vesting in the event of the Purchaser’s
death, disability or retirement or other events.


 






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SECTION 6.          Terms
And Conditions Of Options.


 


(a)            Stock
Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may
be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate
for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not
be identical.


 


(b)            Number
of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to
the Option and shall provide for the adjustment of such number in accordance with Section 8. The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option.


 


(c)            Exercise
Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of any
Option shall not be less than 100% of the Fair Market Value of a Share on the date of grant, and a higher percentage may be required
by Section 3(b). Subject to the preceding sentence, the Exercise Price shall be determined by the Board of Directors at its sole
discretion. The Exercise Price shall be payable in a form described in Section 7.


 


(d)            Exercisability.
Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. No Option shall
be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or (ii) otherwise
agrees to be bound by the terms of the Stock Option Agreement. The Board of Directors shall determine the exercisability provisions of
any Stock Option Agreement at its sole discretion.


 


(e)            Term.
The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the date of grant, and in the
case of an ISO a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its
sole discretion shall determine when an Option is to expire. A Stock Option Agreement may provide for expiration prior to the end of
its term in the event of the termination of the Optionee’s Service or death.


 


(f)            Restrictions
on Transfer of Shares. Any Shares issued upon exercise of an Option shall be subject to such
special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board of Directors
may determine. Such restrictions shall be set forth in the applicable Stock Option Agreement and shall apply in addition to any restrictions
that may apply to holders of Shares generally.


 


(g)            Transferability
of Options. An Option shall be transferable by the Optionee only by (i) a beneficiary designation,
(ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock
Option Agreement so provides, a Nonstatutory Option shall also be transferable by gift or domestic relations order to a Family Member
of the Optionee. An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian
or legal representative.


 






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(h)            Withholding
Taxes. As a condition to the exercise of an Option, the Optionee shall make such arrangements
as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may
arise in connection with such exercise. The Optionee shall also make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of
Shares acquired by exercising an Option.


 


(i)            No
Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as
a stockholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares
by filing a notice of exercise and paying the Exercise Price pursuant to the terms of such Option.


 


(j)            Modification,
Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors
may modify, extend or assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company
or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different
Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s
rights or increase the Optionee’s obligations under such Option.


 


SECTION 7.          Payment
For Shares.


 


(a)            General
Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable
in cash or cash equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 7.


 


(b)            Services
Rendered. At the discretion of the Board of Directors, Shares may be awarded under the Plan
in consideration of services rendered to the Company, a Parent or a Subsidiary prior to the award.


 


(c)            Promissory
Note. At the discretion of the Board of Directors, all or a portion of the Purchase Price or
Exercise Price (as the case may be) of Shares issued under the Plan may be paid with a partial-recourse or full-recourse promissory note.
The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest
rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation
of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the term,
interest rate, amortization requirements (if any) and other provisions of such note.


 


(d)            Surrender
of Stock. At the discretion of the Board of Directors, all or any part of the Exercise 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 the Option is exercised.


 


(e)            Exercise/Sale.
To the extent that a Stock Option Agreement so provides, and if Stock is publicly traded, all or part of the Exercise 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.


 






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(f)            Other
Forms of Payment. To the extent that a Stock Purchase Agreement or Stock Option Agreement so
provides, the Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware
General Corporation Law, as amended.


 


SECTION 8.          Adjustment
Of Shares.


 


(a)            General.
In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or consolidation
of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued
shares of Stock effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made in each
of (i) the number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding
Option and (iii) the Exercise Price under each outstanding Option. In the event of a declaration of an extraordinary dividend payable
in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a spin-off,
or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of (i) the
number of Shares available for future grants under Section 4, (ii) the number of Shares covered by each outstanding Option
or (iii) the Exercise Price under each outstanding Option.


 


(b)            Change
in Control. In the event that the Company is subject to a Change in Control, outstanding Options
and Shares acquired under the Plan shall be subject to the agreement evidencing the Change in Control, which need not treat all outstanding
Options in an identical manner. Such agreement, without the Optionees’ consent, may dispose of Options that are not vested as of
the effective date of such Change in Control in any manner permitted by applicable law, including (without limitation) the cancellation
of such Options without the payment of any consideration. Such agreement, without the Optionees’ consent, shall provide for one
or more of the following with respect to Options that are vested as of the effective date of such Change in Control:


 


(i)            The
continuation of such outstanding Options by the Company (if the Company is the surviving corporation).


 


(ii)            The
assumption of such outstanding Options by the surviving corporation or its parent in a manner that complies with Section 424(a) of
the Code (whether or not such Options are ISOs).


 


(iii)            The
substitution by the surviving corporation or its parent of new options for such outstanding Options in a manner that complies with Section 424(a) of
the Code (whether or not such Options are ISOs).


 






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(iv)            The
cancellation of such outstanding Options and a payment to the Optionees equal to the excess of (A) the Fair Market Value of the
Shares subject to such Options as of the closing date of such Change in Control over (B) their Exercise Price. Such payment shall
be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a Fair Market Value equal
to the required amount. If the Exercise Price of the Shares subject to such Options exceeds the Fair Market Value of such Shares as of
the closing date of such Change in Control, then such Options may be cancelled without making a payment to the Optionees.


 


Immediately following a Change in Control, outstanding
Options shall terminate and cease to be outstanding, except to the extent such Options have been continued, assumed or substituted, as
described in Sections 8(b)(i), (ii) and/or (iii).


 


SECTION 9.          Securities
Law Requirements.


 


Shares shall not be issued
under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including
(without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may
then be traded.


 


SECTION 10.          No
Retention Rights.


 


Nothing in the Plan or in any
right or Option granted under the Plan shall confer upon the Purchaser or 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 Purchaser or Optionee) or of the Purchaser or 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.


 


SECTION 11.          Duration
and Amendments.


 


(a)            Term
of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption
by the Board of Directors, subject to the approval of the Company’s stockholders. If the stockholders fail to approve the Plan
within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred under the
Plan shall be rescinded and no additional grants, exercises or sales shall thereafter be made under the Plan. The Plan shall terminate
automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the
Board of Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by
the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below.


 


(b)            Right
to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan
at any time and for any reason; provided, however, that any amendment of the Plan shall be subject to the approval of the Company’s
stockholders if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 8)
or (ii) materially changes the class of persons who are eligible for the grant of ISOs. Stockholder approval shall not be required
for any other amendment of the Plan. If the stockholders fail to approve an increase in the number of Shares reserved under Section 4
within 12 months after its adoption by the Board of Directors, then any grants, exercises or sales that have already occurred in reliance
on such increase shall be rescinded and no additional grants, exercises or sales shall thereafter be made in reliance on such increase.


 






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(c)            Effect
of Amendment or Termination. No Shares shall be issued or sold under the Plan after the termination
thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof,
shall not affect any Share previously issued or any Option previously granted under the Plan.


 


SECTION 12.          Definitions.


 


(a)            “Board
of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.


 


(b)            “Change
in Control” shall mean (i) the consummation of a merger or consolidation of the Company with or into another entity; (ii) the
consummation of a transaction 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 securities
of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding
voting securities, except that any change in the beneficial ownership of the securities of the Company as a result of a private financing
of the Company that is approved by the Board of Directors shall not be deemed to be a Change in Control; or (iii) the dissolution,
liquidation or winding up of the Company.


 


(c)            “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(d)            “Committee”
shall mean a committee of the Board of Directors, as described in Section 2(a).


 


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


 


(f)            “Consultant”
shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees
and Outside Directors.


 


(g)            “Employee”
shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.


 


(h)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(i)            “Exercise
Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of
Directors in the applicable Stock Option Agreement.


 


(j)            “Fair
Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in accordance with applicable
law. Such determination shall be conclusive and binding on all persons.


 






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(k)            “Family
Member” shall mean (i) 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,
(ii) any person sharing the Optionee’s household (other than a tenant or employee), (iii) a trust in which persons described
in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described
in Clause (i) or (ii) or the Optionee control the management of assets and (v) any other entity in which persons
described in Clause (i) or (ii) or the Optionee own more than 50% of the voting interests.


 


(l)            “ISO”
shall mean an employee incentive stock option described in Section 422(b) of the Code.


 


(m)            “Nonstatutory
Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.


 


(n)            “Option”
shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.


 


(o)            “Optionee”
shall mean a person who holds an Option.


 


(p)            “Outside
Director” shall mean a member of the Board of Directors who is not an Employee.


 


(q)            “Parent”
shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if 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.


 


(r)            “Plan”
shall mean this VMTurbo, Inc. 2008 Stock Plan.


 


(s)            “Purchase
Price” shall mean the consideration for which one Share may be acquired under the Plan (other than upon exercise of an Option),
as specified by the Board of Directors.


 


(t)            “Purchaser”
shall mean a person to whom the Board of Directors has offered the right to acquire Shares under the Plan (other than upon exercise of
an Option).


 


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


 


(v)            “Share”
shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable).


 


(w)            “Stock”
shall mean the Common Stock of the Company.


 






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(x)            “Stock
Option Agreement” shall mean the agreement between the Company and an Optionee that contains the terms, conditions and restrictions
pertaining to the Optionee’s Option.


 


(y)            “Stock
Purchase Agreement” shall mean the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains
the terms, conditions and restrictions pertaining to the acquisition of such Shares.


 


(z)            “Subsidiary”
shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if 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.


 






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