Exhibit 10.5


 


WINC, INC.
 2021
EMPLOYEE STOCK PURCHASE PLAN



 


Article I.

PURPOSE


 


The purposes of this Winc, Inc.
2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist
Eligible Employees of Winc, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries
in acquiring a stock ownership interest in the Company pursuant to a plan which is intended to qualify as an “employee stock purchase
plan” within the meaning of Section 423(b) of the Code, and to help Eligible Employees provide for their future security
and to encourage them to remain in the employment of the Company and its Designated Subsidiaries.


 


Article II.

DEFINITIONS AND CONSTRUCTION


 


Wherever the following terms
are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates. Masculine, feminine and neuter pronouns are used interchangeably and each comprehends
the others.


 


2.1            “Administrator”
shall mean the entity that conducts the general administration of the Plan as provided in Article XI. The term “Administrator”
shall refer to the Committee unless the Board has assumed the authority for administration of the Plan as provided in Article XI.


 


2.2            “Applicable
Law” shall mean the requirements relating to the administration of equity incentive plans under U.S. federal and state
securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system
on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where
rights under this Plan are granted.


 


2.3            “Board”
shall mean the Board of Directors of the Company.


 


2.4            “Change
in Control” means and includes each of the following:


 


(a)            A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and
(ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as
such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an
employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction,
directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the
total combined voting power of the Company’s securities outstanding immediately after such acquisition; or


 






     


     


    

 


(b)            During
any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other
than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in
subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or


 


(c)            The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
stock of another entity, in each case other than a transaction:


 


(i)            which
results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls,
directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise
succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the
transaction, and


 


(ii)            after
which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;
provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning
50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to
the consummation of the transaction.


 


Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any portion of any right that constitutes “nonqualified deferred
compensation,” the transaction or event constituting the Change in Control with respect to such right (or portion thereof) must
also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) to trigger the payment
event for such right, to the extent required by Section 409A of the Code. The Administrator shall have full and final authority,
which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above
definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise
of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined
in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


2.5            “Code”
shall mean the Internal Revenue Code of 1986, as amended and the regulations issued thereunder.


 


2.6            “Common
Stock” shall mean the common stock of the Company, and such other securities of the Company that may be substituted therefor
pursuant to Article VIII.


 


2.7            “Company”
shall mean Winc, Inc., a Delaware corporation.


 


2.8            “Compensation”
of an Eligible Employee shall mean the gross cash compensation received by such Eligible Employee as compensation for services to the
Company or any Designated Subsidiary, including prior week adjustment, overtime payments, commissions and periodic bonuses but excluding
vacation pay, holiday pay, jury duty pay, funeral leave pay, military leave pay, one-time bonuses (e.g., retention or sign on bonuses),
education or tuition reimbursements, travel expenses, business and moving reimbursements, income received in connection with any stock
options, stock appreciation rights, restricted stock, restricted stock units or other compensatory equity awards, fringe benefits, other
special payments and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit under any employee
benefit plan now or hereafter established.


 






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2.9            “Designated
Subsidiary” shall mean any Subsidiary designated by the Administrator in accordance with Section 11.3(b).


 


2.10            “Effective
Date” shall mean the day prior to the Public Trading Date.


 


2.11            “Eligible
Employee” shall mean an Employee who does not, immediately after any rights under this Plan are granted, own (directly
or through attribution) stock possessing 5% or more of the total combined voting power or value of all Common Stock of the Company, a
Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code). For purposes of the foregoing sentence, the rules of
Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership
of an individual, and stock that an Employee may purchase under outstanding options shall be treated as stock owned by the Employee;
provided, however, that the Administrator may provide in an Offering Document that an Employee shall not be eligible to
participate in an Offering Period if: (a) such Employee is a highly compensated employee within the meaning of Section 423(b)(4)(D) of
the Code, (b) such Employee has not met a service requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of
the Code (which service requirement may not exceed two years), (c) such Employee’s customary employment is for 20 hours or
less per week, (d) such Employee’s customary employment is for less than five months in any calendar year and/or (e) such
Employee is a citizen or resident of a foreign jurisdiction and the grant of a right to purchase Common Stock under the Plan to such
Employee would be prohibited under the laws of such foreign jurisdiction or the grant of a right to purchase Common Stock under the Plan
to such Employee in compliance with the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423
of the Code, as determined by the Administrator in its sole discretion; provided, further, that any exclusion in clauses
(a), (b), (c), (d) or (e) shall be applied in an identical manner under each Offering Period to all Employees, in accordance
with Treasury Regulation Section 1.423-2(e).


 


2.12            “Employee”
shall mean any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the Company or any
Designated Subsidiary. “Employee” shall not include any director of the Company or a Designated Subsidiary who does not render
services to the Company or a Designated Subsidiary as an employee within the meaning of Section 3401(c) of the Code. For purposes
of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of
absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-1(h)(2).
Where the period of leave exceeds three months and the individual’s right to reemployment is not guaranteed either by statute or
by contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-month period.


 


2.13            “Enrollment
Date” shall mean the first Trading Day of each Offering Period, unless otherwise specified in the Offering Document.


 


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


 


2.15            “Fair
Market Value” means, as of any date, the value of a share of Common Stock determined as follows: (a) if the Common
Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted
on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as
reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not traded
on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales
occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal
or another source the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator
will determine the Fair Market Value in its discretion.


 






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2.16            “Offering
Document” shall have the meaning given to such term in Section 4.1.


 


2.17            “Offering
Period” shall have the meaning given to such term in Section 4.1.


 


2.18            “Parent”
shall mean any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if, at the time of the
determination, 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.


 


2.19            “Participant”
shall mean any Eligible Employee who has executed a subscription agreement and been granted rights to purchase Common Stock pursuant
to the Plan.


 


2.20            “Plan”
shall mean this Winc, Inc. 2021 Employee Stock Purchase Plan, as it may be amended from time to time.


 


2.21            “Public
Trading Date” means the first date upon which the Common Stock is listed (or approved for listing) upon notice of issuance
on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer
quotation system.


 


2.22            “Purchase
Date” shall mean the last Trading Day of each Purchase Period.


 


2.23            “Purchase
Period” shall refer to one or more periods within an Offering Period, as designated in the applicable Offering Document;
provided, however, that, in the event no Purchase Period is designated by the Administrator in the applicable Offering
Document, the Purchase Period for each Offering Period covered by such Offering Document shall be the same as the applicable Offering
Period.


 


2.24            “Purchase
Price” shall mean the purchase price designated by the Administrator in the applicable Offering Document (which purchase
price shall not be less than 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever is lower);
provided, however, that, in the event no purchase price is designated by the Administrator in the applicable Offering Document,
the purchase price for the Offering Periods covered by such Offering Document shall be 85% of the Fair Market Value of a Share on the
Enrollment Date or on the Purchase Date, whichever is lower; provided, further, that the Purchase Price may be adjusted
by the Administrator pursuant to Article VIII and shall not be less than the par value of a Share.


 


2.25            “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


2.26            “Share”
shall mean a share of Common Stock.


 


2.27            “Subsidiary”
shall mean any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company if, at the time of
the determination, each of the corporations other than the last corporation in an 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; provided, however, that
a limited liability company or partnership may be treated as a Subsidiary to the extent either (a) such entity is treated as a disregarded
entity under Treasury Regulation Section 301.7701-3(a) by reason of the Company or any other Subsidiary that is a corporation
being the sole owner of such entity, or (b) such entity elects to be classified as a corporation under Treasury Regulation Section 301.7701-3(a) and
such entity would otherwise qualify as a Subsidiary.


 






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2.28            “Trading
Day” shall mean a day on which national stock exchanges in the United States are open for trading.


 


Article III.

SHARES SUBJECT TO THE PLAN


 


3.1            Number
of Shares. Subject to Article VIII, the aggregate number of shares Common Stock that may be issued pursuant to rights granted
under the Plan shall be [     ]1
Shares. In addition to the foregoing, subject to Article VIII, on the first day of each calendar year beginning on
January 1, 2022 and ending on and including January 1, 2031, the number of Shares available for issuance under the Plan shall
be increased by that number of Shares equal to the lesser of (a) 1% of the aggregate number of shares of Common Stock outstanding
on the final day of the immediately preceding calendar year and (b) such smaller number of Shares as determined by the Board. If
any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such
right shall again become available for issuance under the Plan. Notwithstanding anything in this Section 3.1 to the contrary, the
number of Shares that may be issued or transferred pursuant to the rights granted under the Plan shall not exceed an aggregate of 10,000,000
Shares, subject to Article VIII.


 


3.2            Stock
Distributed. Any Common Stock distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued Common
Stock, treasury stock or Common Stock purchased on the open market.


 


Article IV.

Offering Periods; Offering Documents; Purchase dates


 


4.1            Offering
Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Common Stock under the Plan
to Eligible Employees during one or more periods (each, an “Offering Period”) selected by the Administrator.
The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document” adopted
by the Administrator, which Offering Document shall be in such form and shall contain such terms and conditions as the Administrator
shall deem appropriate. The Administrator shall establish in each Offering Document one or more Purchase Periods during such Offering
Period during which rights granted under the Plan shall be exercised and purchases of Shares carried out during such Offering Period
in accordance with such Offering Document and the Plan. The provisions of separate Offering Periods under the Plan need not be identical.


 


4.2            Offering
Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the provisions of this
Plan by reference or otherwise):


 


(a)            the
length of the Offering Period, which period shall not exceed 27 months;


 


(b)            the
length of the Purchase Period(s) within the Offering Period;


 





 



1
To equal 2% of the number of shares of outstanding Common Stock as of the closing.


 






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(c)            in
connection with each Offering Period that contains only one Purchase Period the maximum number of Shares that may be purchased by any
Eligible Employee during such Offering Period, which, in the absence of a contrary designation by the Administrator, shall be 10,000
Shares;


 


(d)            in
connection with each Offering Period that contains more than one Purchase Period, the maximum aggregate number of Shares which may be
purchased by any Eligible Employee during each Purchase Period, which, in the absence of a contrary designation by the Administrator,
shall be 10,000 Shares; and


 


(e)            such
other provisions as the Administrator determines are appropriate, subject to the Plan.


 


Article V.

ELIGIBILITY AND PARTICIPATION


 


5.1            Eligibility.
Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period
shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of this Article V and the
limitations imposed by Section 423(b) of the Code.


 


5.2            Enrollment
in Plan.


 


(a)            Except
as otherwise set forth herein or in an Offering Document or determined by the Administrator, an Eligible Employee may become a Participant
in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the Enrollment Date for
such Offering Period (or such other date specified in the Offering Document) designated by the Administrator and in such form as the
Company provides.


 


(b)            Each
subscription agreement shall designate a whole percentage of such Eligible Employee’s Compensation to be withheld by the Company
or the Designated Subsidiary employing such Eligible Employee on each payday during the Offering Period as payroll deductions under the
Plan. The designated percentage may not be less than 1% and may not be more than the maximum percentage specified by the Administrator
in the applicable Offering Document (which percentage shall be 20% in the absence of any such designation). The payroll deductions made
for each Participant shall be credited to an account for such Participant under the Plan and shall be deposited with the general funds
of the Company.


 


(c)            A
Participant may decrease the percentage of Compensation designated in his or her subscription agreement, subject to the limits of this
Section 5.2, or may suspend his or her payroll deductions, at any time during an Offering Period; provided, however,
that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering
Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant shall
be allowed two decreases and one suspension (but no increases) to his or her payroll deduction elections during each Offering Period
with respect to such Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll
period following ten business days after the Company’s receipt of the new subscription agreement (or such shorter or longer period
as may be specified by the Administrator in the applicable Offering Document). In the event a Participant suspends his or her payroll
deductions, such Participant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall
be applied to the purchase of Shares on the next occurring Purchase Date and shall not be paid to such Participant unless he or she withdraws
from participation in the Plan pursuant to Article VII.


 






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(d)            Except
as otherwise set forth in Section 5.8 or in an Offering Document or determined by the Administrator, a Participant may participate
in the Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering Period.


 


5.3            Payroll
Deductions. Except as otherwise provided in the applicable Offering Document or Section 5.8, payroll deductions for a Participant
shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which the
Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in Article VII or suspended
by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively.


 


5.4            Effect
of Enrollment. A Participant’s completion of a subscription agreement will enroll such Participant in the Plan for each subsequent
Offering Period on the terms contained therein until the Participant either submits a new subscription agreement, withdraws from participation
under the Plan as provided in Article VII or otherwise becomes ineligible to participate in the Plan.


 


5.5            Limitation
on Purchase of Common Stock. An Eligible Employee may be granted rights under the Plan only if such rights, together with any other
rights granted to such Eligible Employee under “employee stock purchase plans” of the Company, any Parent or any Subsidiary,
as specified by Section 423(b)(8) of the Code, do not permit such employee’s rights to purchase stock of the Company
or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined as of the first
day of the Offering Period during which such rights are granted) for each calendar year in which such rights are outstanding at any time.
This limitation shall be applied in accordance with Section 423(b)(8) of the Code.


 


5.6            Suspension
of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code
and Section 5.5 or the other limitations set forth in this Plan, a Participant’s payroll deductions may be suspended by the
Administrator at any time during an Offering Period. The balance of the amount credited to the account of each Participant that has not
been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code, Section 5.5 or the other limitations
set forth in this Plan shall be paid to such Participant in one lump sum in cash as soon as reasonably practicable after the Purchase
Date.


 


5.7            Foreign
Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms applicable to Participants
who are citizens or residents of a foreign jurisdiction, or who are employed by a Designated Subsidiary outside of the United States,
as the Administrator may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Such special
terms may not be more favorable than the terms of rights granted under the Plan to Eligible Employees who are residents of the United
States. Moreover, the Administrator may approve such supplements to, or amendments, restatements or alternative versions of, this Plan
as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other
purpose. No such special terms, supplements, amendments or restatements shall include any provisions that are inconsistent with the terms
of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the
stockholders of the Company.


 


5.8            Leave
of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section 1.421-1(h)(2) under
the Code, a Participant may continue participation in the Plan by making cash payments to the Company on his or her normal payday equal
to his or her authorized payroll deduction.


 






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Article VI.

grant and Exercise of rights


 


6.1            Grant
of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering Period shall be
granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in Section 5.5,
and shall have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase Price), such number of
whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to such Purchase Date
and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price (rounded down to the
nearest Share). The right shall expire on the earlier of: (x) the last Purchase Date of such Offering Period, (y) last day
of such Offering Period and (z) the date on which such Participant withdraws in accordance with Section 7.1 or Section 7.3.


 


6.2            Exercise
of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional payments specifically
provided for in the applicable Offering Document will be applied to the purchase of whole Shares, up to the maximum number of Shares
permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase Price. No fractional Shares shall be
issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically provides otherwise. Any cash in
lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase right will be carried forward and
applied toward the purchase of whole Shares for the following Offering Period. Shares issued pursuant to the Plan may be evidenced in
such manner as the Administrator may determine and may be issued in certificated form or issued pursuant to book-entry procedures.


 


6.3            Pro
Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with respect to which
rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan on the Enrollment
Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on such Purchase Date,
the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of the Shares available for purchase
on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be practicable and as it shall determine in
its sole discretion to be equitable among all Participants for whom rights to purchase Shares are to be exercised pursuant to this Article VI
on such Purchase Date, and shall either (i) continue all Offering Periods then in effect, or (ii) terminate any or all Offering
Periods then in effect pursuant to Article IX. The Company may make pro rata allocation of the Shares available on the Enrollment
Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of additional Shares for
issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date. The balance of the amount credited to
the account of each Participant that has not been applied to the purchase of Shares shall be paid to such Participant, without interest,
in one lump sum in cash as soon as reasonably practicable after the Purchase Date.


 


6.4            Withholding.
At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time some or all of the Shares
issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax
withholding obligations, if any, that arise upon the exercise of the right or the disposition of the Shares. At any time, the Company
may, but shall not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable
withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable
to sale or early disposition of Shares by the Participant.


 






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6.5            Conditions
to Issuance of Common Stock. The Company shall not be required to issue or deliver any certificate or certificates for, or make any
book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the following conditions:


 


(a)            The
admission of such Shares to listing on all stock exchanges, if any, on which the Common Stock is then listed;


 


(b)            The
completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory body, that the Administrator shall, in its absolute discretion,
deem necessary or advisable;


 


(c)            The
obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall, in its absolute
discretion, determine to be necessary or advisable;


 


(d)            The
payment to the Company of all amounts that it is required to withhold under federal, state or local law upon exercise of the rights,
if any; and


 


(e)            The
lapse of such reasonable period of time following the exercise of the rights as the Administrator may from time to time establish for
reasons of administrative convenience.


 


Article VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY


 


7.1            Withdrawal.
A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account and not yet used to exercise
his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable to the Company no later than
two weeks prior to the end of the Offering Period or, if earlier, the end of the Purchase Period (or such shorter or longer period as
may be specified by the Administrator in the Offering Document). All of the Participant’s payroll deductions credited to his or
her account during the Offering Period not yet used to exercise his or her rights under the Plan shall be paid to such Participant as
soon as reasonably practicable after receipt of notice of withdrawal and such Participant’s rights for the Offering Period shall
be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made for such Offering Period. If
a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the next Offering Period unless
the Participant is an Eligible Employee and timely delivers to the Company a new subscription agreement.


 


7.2            Future
Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to
participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in subsequent Offering Periods
that commence after the termination of the Offering Period from which the Participant withdraws.


 


7.3            Cessation
of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall be deemed to have elected
to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s account during
the Offering Period shall be paid to such Participant or, in the case of his or her death, to the person or persons entitled thereto
under Section 12.4, as soon as reasonably practicable, and such Participant’s rights for the Offering Period shall be automatically
terminated.


 






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Article VIII.

Adjustments upon Changes in Stock


 


8.1            Changes
in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or other property), Change in Control, reorganization, merger, amalgamation,
consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition
of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, issuance
of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event,
as determined by the Administrator, affects the Common Stock such that an adjustment is determined by the Administrator to be appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under
the Plan or with respect to any outstanding purchase rights under the Plan, the Administrator shall make equitable adjustments, if any,
to reflect such change with respect to (a) the aggregate number and type of Shares (or other securities or property) that may be
issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and the limitations established
in each Offering Document pursuant to Section 4.2 on the maximum number of Shares that may be purchased); (b) the class(es)
and number of Shares and price per Share subject to outstanding rights; and (c) the Purchase Price with respect to any outstanding
rights.


 


8.2            Other
Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual or
nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the Company or
any affiliate (including without limitation any Change in Control), or of changes in Applicable Law or accounting principles, the Administrator,
in its discretion, and on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following
actions whenever the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate
such transactions or events or to give effect to such changes in laws, regulations or principles:


 


(a)            To
provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount that
would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement of such
outstanding right with other rights or property selected by the Administrator in its sole discretion;


 


(b)            To
provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or subsidiary
thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices;


 


(c)            To
make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the Plan and/or
in the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d)            To
provide that Participants’ accumulated payroll deductions may be used to purchase Common Stock prior to the next occurring Purchase
Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the ongoing Offering
Period(s) shall be terminated; and


 


(e)            To
provide that all outstanding rights shall terminate without being exercised.


 






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8.3            No
Adjustment Under Certain Circumstances. No adjustment or action described in this Article VIII or in any other provision of
the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to fail to satisfy the requirements of
Section 423 of the Code.


 


8.4            No
Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class
or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the
Plan or pursuant to action of the Administrator under the Plan, 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
of Shares subject to outstanding rights under the Plan or the Purchase Price with respect to any outstanding rights.


 


Article IX.

Amendment, modification and termination


 


9.1            Amendment,
Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from time to time; provided,
however, that approval of the Company’s stockholders shall be required to amend the Plan to: (a) increase the aggregate
number, or change the type, of shares that may be sold pursuant to rights under the Plan under Section 3.1 (other than an adjustment
as provided by Article VIII); (b) change the Plan in any manner that would be considered the adoption of a new plan within
the meaning of Treasury regulation Section 1.423-2(c)(4); or (c) change the Plan in any manner that would cause the Plan to
no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the Code.


 


9.2            Certain
Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may be considered to have been
adversely affected, to the extent permitted by Section 423 of the Code, the Administrator shall be entitled to change or terminate
the Offering Periods, limit the frequency and/or number of changes in the amount withheld from Compensation during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess
of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of payroll withholding
elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied
toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation,
and establish such other limitations or procedures as the Administrator determines in its sole discretion to be advisable that are consistent
with the Plan.


 


9.3            Actions
In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the ongoing operation
of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent
necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:


 


(a)            altering
the Purchase Price for any Offering Period, including an Offering Period underway at the time of the change in Purchase Price;


 


(b)            shortening
any Offering Period so that the Offering Period ends on a new Purchase Date, including an Offering Period underway at the time of the
Administrator action; and


 


(c)            allocating
Shares.


 






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Such modifications or amendments shall not require
stockholder approval or the consent of any Participant.


  


9.4            Payments
Upon Termination of Plan. Upon termination of the Plan, the balance in each Participant’s Plan account shall be refunded as
soon as practicable after such termination, without any interest thereon.


 


Article X.

TERM OF PLAN


 


The Plan shall be effective
on the Effective Date. The effectiveness of the Plan shall be subject to approval of the Plan by the stockholders of the Company within
12 months following the date the Plan is first approved by the Board. No right may be granted under the Plan prior to such stockholder
approval. No rights may be granted under the Plan during any period of suspension of the Plan or after termination of the Plan.


 


Article XI.

ADMINISTRATION


 


11.1            Administrator.
Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee of the Board (or another
committee or a subcommittee of the Board to which the Board delegates administration of the Plan) (such committee, the “Committee”).
The Board may at any time vest in the Board any authority or duties for administration of the Plan.


 


11.2            Action
by the Administrator. Unless otherwise established by the Board or in any charter of the Administrator, a majority of the Administrator
shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present and, subject to
Applicable Law and the Bylaws of the Company, acts approved in writing by a majority of the Administrator in lieu of a meeting, shall
be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report
or other information furnished to that member by any officer or other employee of the Company or any Designated Subsidiary, the Company’s
independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.


 


11.3            Authority
of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the
Plan:


 


(a)            To
determine when and how rights to purchase Common Stock shall be granted and the provisions of each offering of such rights (which need
not be identical).


 


(b)            To
designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made without
the approval of the stockholders of the Company.


 


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


 


(d)            To
amend, suspend or terminate the Plan as provided in Article IX.


 






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(e)            Generally,
to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best interests of the
Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock purchase plan” within
the meaning of Section 423 of the Code.


 


11.4            Decisions
Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription agreement
and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.


 


Article XII.

MISCELLANEOUS


 


12.1            Restriction
upon Assignment. A right granted under the Plan shall not be transferable other than
by will or the Applicable Laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant.
Except as provided in Section 12.4 hereof, a right under the Plan may not be exercised to any extent except by the Participant.
The Company shall not recognize and shall be under no duty to recognize any assignment or alienation of the Participant’s interest
in the Plan, the Participant’s rights under the Plan or any rights thereunder.


 


12.2            Rights
as a Stockholder. With respect to Shares subject to a right granted under the Plan, a Participant shall not be deemed to be a stockholder
of the Company, and the Participant shall not have any of the rights or privileges of a stockholder, until such Shares have been issued
to the Participant or his or her nominee following exercise of the Participant’s rights under the Plan. No adjustments shall be
made for dividends (ordinary or extraordinary, whether in cash securities, or other property) or distribution or other rights for which
the record date occurs prior to the date of such issuance, except as otherwise expressly provided herein or as determined by the Administrator.


 


12.3            Interest.
No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.


 


12.4            Designation
of Beneficiary.


 


(a)            A
Participant may, in the manner determined by the Administrator, file a written designation of a beneficiary who is to receive any Shares
and/or cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to
a Purchase Date on which the Participant’s rights are exercised but prior to delivery to such Participant of such Shares and cash.
In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account
under the Plan in the event of such Participant’s death prior to exercise of the Participant’s rights under the Plan. If
the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse
as his or her beneficiary shall not be effective without the prior written consent of the Participant’s spouse.


 


(b)            Such
designation of beneficiary may be changed by the Participant at any time by written notice to the Company. In the event of the death
of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s
death, the Company shall deliver such Shares and/or cash to the executor or administrator of the estate of the Participant, or if no
such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such
Shares and/or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative
is known to the Company, then to such other person as the Company may designate.


 






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12.5            Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof.


 


12.6            Equal
Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under this Plan
so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject
to Section 5.7, any provision of this Plan that is inconsistent with Section 423 of the Code will, without further act or amendment
by the Company, the Board or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423
of the Code.


 


12.7            Use
of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.


 


12.8            Reports.
Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions,
the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


12.9            No
Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant) the
right to employment or service with (or to remain in the employ of) the Company or any Parent or Subsidiary thereof or affect the right
of the Company or any Parent or Subsidiary thereof to terminate the employment of any person (including any Eligible Employee or Participant)
at any time, with or without cause.


 


12.10            Notice
of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares
purchased upon exercise of a right under the Plan if such disposition or transfer is made: (a) within two years from the Enrollment
Date of the Offering Period in which the Shares were purchased or (b) within one year after the Purchase Date on which such Shares
were purchased. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.


 


12.11            Governing
Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws thereof or of any other jurisdiction.


 


12.12            Electronic
Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee may submit any
form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement of an Offering
Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted to the Administrator
with respect to such Offering Period in order to be a valid election.


 






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