Exhibit 10.5


 


Xilio Therapeutics, Inc.


 


2021 STOCK INCENTIVE PLAN


 


1.            Purpose


 


The purpose of this 2021 Stock Incentive Plan (the
 “Plan”) of Xilio Therapeutics, Inc., a Delaware corporation (the “Company”),
is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate
persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities
and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders.
Except where the context otherwise requires, the term “Company” shall include any of the Company’s present
or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended,
and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint
venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the
Company (the “Board”).


 


2.            Eligibility


 


All of the Company’s employees, officers
and directors, as well as consultants and advisors to the Company (as the terms consultants and advisors are defined and interpreted for
purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any successor
form) are eligible to be granted Awards (as defined below) under the Plan. Each person who is granted an Award under the Plan is deemed
a “Participant.” “Award” means Options (as defined in Section 5), SARs (as defined
in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based
Awards (as defined in Section 8).


 


3.            Administration
and Delegation


 


(a)            Administration
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe
and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall
be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall
be final and binding on all persons having or claiming any interest in the Plan or in any Award.


 


(b)            Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee or officers.


 






     


     


    

 


(c)            Delegation
to Officers. Subject to any requirements of applicable law (including as applicable Sections 152 and 157(c) of the General Corporation
Law of the State of Delaware), the Board may delegate to one or more officers of the Company the power to grant Awards (subject to any
limitations under the Plan) to employees or officers of the Company and to exercise such other powers under the Plan as the Board may
determine, provided that the Board shall fix the terms of Awards to be granted by such officers, the maximum number of shares subject
to Awards that the officers may grant, and the time period in which such Awards may be granted; and provided further, that no officer
shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined
by Rule 16a-1(f) under the Exchange Act).


 


4.            Stock
Available for Awards


 


(a)            Number
of Shares; Share Counting.


 


(1)            Authorized
Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to such number of shares of
common stock, $0.0001 par value per share, of the Company (the “Common Stock”) as is equal to the sum of:


 


(A)            2,654,828
shares of Common Stock; plus


 


(B)            such
additional number of shares of Common Stock (up to 3,967,038 shares) as is equal to the sum of (x) the number of shares of Common
Stock reserved for issuance under the Company’s 2020 Stock Incentive Plan, as amended (the “Existing Plan”),
that remain available for grant under the Existing Plan immediately prior to the effectiveness of the registration statement for the Company’s
initial public offering (the “Offering”) and (y) the number of shares of Common Stock subject to awards
whether granted under the Existing Plan or outside of the Existing Plan prior to the Effective Date which awards expire, terminate or
are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual
repurchase right and that, prior to the effectiveness of this Plan, would have become available for issuance under the Existing Plan (subject,
however, in the case of Incentive Stock Options to any limitations of the Code); plus


 


(C)            an
annual increase to be added on the first day of each fiscal year, commencing on January 1, 2022 and continuing for each fiscal year
until, and including, January 1, 2031, equal to the least of (i) 5% of the outstanding shares on such date and (ii) the
number of shares of Common Stock determined by the Board.


 


Subject to adjustment under Section 9, up to 5,309,656 of the
shares of Common Stock available for issuance under the Plan may be issued as Incentive Stock Options (as defined in Section 5(b))
under the Plan. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.


 






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(2)            Share
Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan under this Section 4(a):


 


(A)            all
shares of Common Stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Plan;
provided, however, that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company grants
an SAR in tandem with an Option for the same number of shares of Common Stock and provides that only one such Award may be exercised (a
 “Tandem SAR”), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be
so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the Plan;


 


(B)            to
the extent a Restricted Stock Unit award may be settled only in cash, no shares shall be counted against the shares available for the
grant of Awards under the Plan;


 


(C)            if
any Award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in
part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued (including as a result of
an SAR that was settleable either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall
again be available for the grant of Awards; provided, however, that (1) in the case of Incentive Stock Options, the foregoing
shall be subject to any limitations under the Code, (2) in the case of the exercise of an SAR, the number of shares counted against
the shares available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually
exercised, regardless of the number of shares actually used to settle such SAR upon exercise and (3) the shares covered by a Tandem
SAR shall not again become available for grant upon the expiration or termination of such Tandem SAR; and


 


(D)            shares
of Common Stock delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase shares
of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations with respect to Awards (including shares
retained from the Award creating the tax obligation) shall be added back to the number of shares available for the future grant of Awards.


 


(b)            Substitute
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity
or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding
any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1) or
any sublimit contained in the Plan, except as may be required by reason of Section 422 and related provisions of the Code.


 






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(c)            Limit
on Awards to Non-Employee Directors. The maximum aggregate amount of cash and value (calculated based on grant date fair value for
financial reporting purposes) of Awards granted in any calendar year to any individual non-employee director in his or her capacity as
a non-employee director shall not exceed $1,000,000; provided, however, that fees paid by the Company on behalf of any non-employee director
in connection with regulatory compliance and any amounts paid to a non-employee director as reimbursement of an expense shall not count
against the foregoing limit. The Board may make additional exceptions to this limit for individual non-employee directors in extraordinary
circumstances, as the Board may determine in its discretion, provided that the non-employee director receiving such additional compensation
may not participate in the decision to award such compensation. For the avoidance of doubt, this limitation shall not apply to cash or
Awards granted to the non-employee director in his or her capacity as an advisor or consultant to the Company.


 


5.            Stock
Options


 


(a)            General.
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares
of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise
of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.


 


(b)            Incentive
Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the
Code (an “Incentive Stock Option”) shall only be granted to employees of Xilio Therapeutics, Inc., any
of Xilio Therapeutics, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of
the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject
to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an
Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability
to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive
Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.


 


(c)            Exercise
Price. The Board shall establish the exercise price of each Option or the formula by which such exercise price will be determined.
The exercise price shall be specified in the applicable option agreement. The exercise price shall be not less than 100% of the Grant
Date Fair Market Value (as defined below) of the Common Stock on the date the Option is granted; provided that if the Board approves
the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the
Grant Date Fair Market Value on such future date. “Grant Date Fair Market Value” of a share of Common Stock
for purposes of the Plan will be determined as follows:


 


(1)            if
the Common Stock trades on a national securities exchange, the closing sale price (for the primary trading session) on the date of grant;
or


 


(2)            if
the Common Stock does not trade on any such exchange, the average of the closing bid and asked prices on the date of grant as reported
by an over-the-counter marketplace designated by the Board; or


 





(3)            if
the Common Stock is not publicly traded, the Board will determine the Grant Date Fair Market Value for purposes of the Plan using any
measure of value it determines to be appropriate (including, as it considers appropriate, relying on appraisals) in a manner consistent
with the valuation principles under Code Section 409A, except as the Board may expressly determine otherwise.


 






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For any date that is not a trading day, the Grant Date Fair Market
Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices,
as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can
substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate
because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer
period as complies with Code Section 409A.


 


Notwithstanding the foregoing, in respect of Options granted in connection
with the Offering (to the extent determined by the Board), the Grant Date Fair Market Value of a share of Common Stock shall be the per
share price at which shares of Common Stock are sold by the underwriters to the public in the Offering.


 


The Board has sole discretion to determine the Grant Date Fair Market
Value for purposes of the Plan, and all Awards are conditioned on the Participants’ agreement that the Board’s determination
is conclusive and binding even though others might make a different determination.


 


(d)            Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the
applicable Option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.


 


(e)            Exercise
of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic, and which
may be provided to a third party equity plan administrator) approved by the Company, together with payment in full (in the manner specified
in Section 5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject
to the Option will be delivered by the Company as soon as practicable following exercise.


 


(f)            Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:


 


(1)            in
cash or by check, payable to the order of the Company;


 


(2)            except
as may otherwise be provided in the applicable Option agreement or approved by the Board, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax
withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy
broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;


 






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(3)            to
the extent provided for in the applicable Option agreement or approved by the Board, by delivery (either by actual delivery or attestation)
of shares of Common Stock owned by the Participant valued at their fair market value (valued in the manner determined by (or in a manner
approved by) the Board), provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock,
if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by
the Board and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;


 


(4)            to
the extent provided for in the applicable Nonstatutory Stock Option agreement or approved by the Board, by delivery of a notice of “net
exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion
of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion
of the Option being exercised divided by (B) the fair market value of the Common Stock (valued in the manner determined by (or in
a manner approved by) the Board) on the date of exercise;


 


(5)            to
the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board by payment of such
other lawful consideration as the Board may determine; or


 


(6)            by
any combination of the above permitted forms of payment, to the extent approved by the Board.


 


(g)            Limitation
on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under
Section 9): (1) amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than
the then-current exercise price per share of such outstanding Option, (2) cancel any outstanding option (whether or not granted under
the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering
the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current
exercise price per share of the cancelled option, (3) cancel in exchange for a cash payment any outstanding Option with an exercise
price per share above the then-current fair market value of the Common Stock (valued in the manner determined by (or in the manner approved
by) the Board) or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of
the Nasdaq Stock Market or any other exchange or marketplace on which the Company stock is listed or traded (the “Exchange).


 


(h)            No
Reload Options. No Option granted under the Plan shall contain any provision entitling the Participant to the automatic grant of additional
Options in connection with any exercise of the original Option.


 


(i)            No
Dividend Equivalents. No Option shall provide for the payment or accrual of dividend equivalents.


 






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6.            Stock
Appreciation Rights


 


(a)            General.
The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise,
to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference
to appreciation, from and after the date of grant, in the fair market value of a share of Common Stock (valued in the manner determined
by (or in the manner approved by) the Board) over the measurement price established pursuant to Section 6(b). The date as of which
such appreciation is determined shall be the exercise date.


 


(b)            Measurement
Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement
price shall not be less than 100% of the Grant Date Fair Market Value of the Common Stock on the date the SAR is granted; provided
that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the
Grant Date Fair Market Value on such future date.


 


(c)            Duration
of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable
SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.


 


(d)            Exercise
of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by
the Company, together with any other documents required by the Board.


 


(e)            Limitation
on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under
Section 9): (1) amend any outstanding SAR granted under the Plan to provide a measurement price per share that is lower than
the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under
the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(b)) covering
the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current
measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement
price per share above the then-current fair market value of the Common Stock (valued in the manner determined by (or in a manner approved
by) the Board) or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of
the Exchange.


 


(f)            No
Reload SARs. No SAR granted under the Plan shall contain any provision entitling the Participant to the automatic grant of additional
SARs in connection with any exercise of the original SAR.


 


(g)            No
Dividend Equivalents. No SAR shall provide for the payment or accrual of dividend equivalents.


 






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7.            Restricted
Stock; Restricted Stock Units


 


(a)            General.
The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject
to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable
Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The
Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered as soon as practicable after
the time such Award vests or is settled (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units
are each referred to herein as a “Restricted Stock Award”).


 


(b)            Terms
and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including
the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.


 


(c)            Additional
Provisions Relating to Restricted Stock.


 


(1)            Dividends.
Any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Accrued
Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability
and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year
in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing
of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.


 


(2)            Stock
Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends
or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed
in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her
Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death
or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.


 


(d)            Additional
Provisions Relating to Restricted Stock Units.


 


(1)            Settlement.
As soon as practicable after the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted
Stock Unit, the Participant shall be entitled to receive from the Company such number of shares of Common Stock or (if so provided in
the applicable Award agreement) an amount of cash equal to the fair market value (valued in the manner determined by (or in a manner approved
by) the Board) of such number of shares of Common Stock as are set forth in the applicable Restricted Stock Unit agreement. The Board
may provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in
a manner that complies with Section 409A of the Code.


 


(2)            Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.


 






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(3)            Dividend
Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to
any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend
Equivalents”). Dividend Equivalents may be settled in cash and/or shares of Common Stock, as provided in the Award agreement,
and shall be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid.


 


8.            Other
Stock-Based Awards


 


(a)            General.
The Board may grant other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are
otherwise based on, shares of Common Stock or other property (“Other Stock-Based Awards”). Such Other Stock-Based
Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of
compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as
the Board shall determine.


 


(b)            Terms
and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based
Award, including any purchase price applicable thereto.


 


(c)            Dividend
Equivalents. The Award agreement for an Other Stock-Based Award may provide Participants with the right to receive Dividend Equivalents.
Dividend Equivalents will be credited to an account for the Participant, may be settled in cash and/or shares of Common Stock as set forth
in the Award agreement and shall be subject to the same restrictions on transfer and forfeitability as the Other Stock-Based Award with
respect to which paid. No interest will be paid on Dividend Equivalents.


 


9.            Adjustments
for Changes in Common Stock and Certain Other Events


 


(a)            Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of
Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, and the number
and class of securities available for issuance under the Plan that may be issued as Incentive Stock Options under the Plan, (ii) the
share counting rules set forth in Section 4(a), (iii) the number and class of securities and exercise price per share of
each outstanding Option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the
number of shares subject to and the repurchase price per share subject to each outstanding award of Restricted Stock and (vi) the
share and per-share-related provisions and the purchase price, if any, of each outstanding Restricted Stock Unit award and each outstanding
Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined
by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means
of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between
the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend
with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding
as of the close of business on the record date for such stock dividend.


 






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(b)            Reorganization
Events.


 


(1)            Definition.
A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another
entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities
or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities
or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.


 


(2)            Consequences
of a Reorganization Event on Awards Other than Restricted Stock.


 


(A)            In
connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of)
outstanding Awards other than Restricted Stock on such terms as the Board determines (except to the extent specifically provided otherwise
in an applicable Award agreement or another agreement between the Company and the Participant): (i) provide that such Awards shall
be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof),
(ii) upon written notice to a Participant, provide that all of the Participant’s unvested Awards will be forfeited immediately
prior to the consummation of such Reorganization Event and/or that all of the Participant’s unexercised Awards will terminate immediately
prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified
period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable or deliverable,
or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event
of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each
share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment
to Participants with respect to each Award held by a Participant equal to (A) the number of shares of Common Stock subject to the
vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization
Event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase
price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (v) provide that, in connection
with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable,
net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing.
In taking any of the actions permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan to treat all Awards,
all Awards held by a Participant, or all Awards of the same type, identically.


 






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(B)            Notwithstanding
the terms of Section 9(b)(2)(A), in the case of outstanding Restricted Stock Units that are subject to Section 409A of the Code:
(i) if the applicable Restricted Stock Unit agreement provides that the Restricted Stock Units shall be settled upon a “change
in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes
such a “change in control event”, then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(A)(i) and
the Restricted Stock Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and
(ii) the Board may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(A) if
the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and
such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event”
as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation
does not assume or substitute the Restricted Stock Units pursuant to clause (i) of Section 9(b)(2)(A), then the unvested Restricted
Stock Units shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.


 


(C)            For
purposes of Section 9(b)(2)(A)(i), an Award (other than Restricted Stock) shall be considered assumed if, following consummation
of the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each share of
Common Stock subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether cash,
securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the
consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or
an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to
be received upon the exercise or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or
succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value (as of the date of such determination
or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event.


 


(3)            Consequences
of a Reorganization Event on Restricted Stock. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution
of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Stock shall inure to the benefit
of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which
the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as
they applied to such Restricted Stock; provided, however, that the Board may provide for termination or deemed satisfaction of
such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a Participant and
the Company, either initially or by amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution
of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock or any other
agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding shall automatically
be deemed terminated or satisfied.


 






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10.            General
Provisions Applicable to Awards


 


(a)            Transferability
of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily
or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option,
pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant;
provided, however, that, except with respect to Awards subject to Section 409A of the Code, the Board may permit or provide
in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust
or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible
to use a Form S-8 under the Securities Act for the registration of the sale of the Common Stock subject to such Award to such proposed
transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until such time as
such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory
to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant,
to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained
in this Section 10(a) shall be deemed to restrict a transfer to the Company.


 


(b)            Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms
and conditions in addition to those set forth in the Plan.


 


(c)            Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d)            Termination
of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment,
authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period
during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise
rights or receive any benefits under the Award.


 






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(e)            Withholding.
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before
the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may elect to
satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold
from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender
to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any
shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless
the Company determines otherwise. If provided for in an Award or approved by the Board, a Participant may satisfy the tax obligations
in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the
Award creating the tax obligation, valued at their fair market value (valued in the manner determined by (or in a manner approved by)
the Company); provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is
being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum
statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income), except that, to the extent that the Company is able to retain shares of Common Stock having a fair market value (determined
by, or in a manner approved by, the Company) that exceeds the statutory minimum applicable withholding tax without financial accounting
implications or the Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company may retain
such number of shares of Common Stock (up to the number of shares having a fair market value equal to the maximum individual statutory
rate of tax (determined by, or in a manner approved by, the Company)) as the Company shall determine in its sole discretion to satisfy
the tax liability associated with any Award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.


 


(f)            Amendment
of Award. Except as otherwise provided in Sections 5(g) and 6(e) with respect to repricings and Section 11(d) with
respect to actions requiring stockholder approval, the Board may amend, modify or terminate any outstanding Award, including but not limited
to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting
an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the
Board determines that the action, taking into account any related action, does not materially and adversely affect the Participant’s
rights under the Plan or (ii) the change is permitted under Section 9.


 


(g)            Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions
from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction
of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery
of such shares have been satisfied, including any applicable securities laws and regulations and any applicable stock exchange or stock
market rules and regulations and (iii) the Participant has executed and delivered to the Company such representations or agreements
as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.


 


(h)            Acceleration.
The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free from some or all restrictions
or conditions, or otherwise realizable in whole or in part, as the case may be.


 


11.            Miscellaneous


 


(a)            No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the
Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship
with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as expressly provided in the applicable Award.


 






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(b)            No
Rights As Stockholder; Clawback Policy. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary
shall have any rights as a stockholder with respect to any shares of Common Stock to be issued with respect to an Award until becoming
the record holder of such shares. In accepting an Award under the Plan, a Participant agrees to be bound by any clawback policy the Company
has in effect or may adopt in the future.


 


(c)            Effective
Date and Term of Plan. The Plan shall become effective immediately prior to the effectiveness of the Company’s registration
statement for the Offering (the “Effective Date”). No Awards shall be granted under the Plan after the expiration
of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.


 


(d)            Amendment
of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that no amendment that would
require stockholder approval under the rules of the Exchange may be made effective unless and until the Company’s stockholders
approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification
or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not
effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted
in accordance with this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan
at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does
not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder
approval of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval
of such amendment is not obtained within no more than 12 months from the date of grant and (ii) it may not be exercised or settled
(or otherwise result in the issuance of Common Stock) prior to such stockholder approval.


 


(e)            Authorization
of Sub-Plans (including for Grants to non-U.S. Employees). The Board may from time to time establish one or more sub-plans under the
Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans
by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems
necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem
necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only
to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants
in any jurisdiction which is not the subject of such supplement.


 






    	 	-14-	 



     


    

 


(f)            Compliance
with Section 409A of the Code. If and to the extent (i) any portion of any payment, compensation or other benefit provided
to a Participant pursuant to the Plan in connection with his or her employment termination constitutes “nonqualified deferred compensation”
within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of
the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through
accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before
the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A
of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate
of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and
the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid
on their original schedule.


 


The Company makes no representations or warranty and shall have no
liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined
to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that
section.


 


(g)            Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, employee or agent of
the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability,
or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any
contract or other instrument he or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company
will indemnify and hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration
or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability
(including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning
the Plan unless arising out of such person’s own fraud or bad faith.


 


(h)            Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a
jurisdiction other than the State of Delaware.


 


Adopted by the Board of Directors on September 10, 2021


 


Approved by stockholders on October 12, 2021


 






    	 	-15-