EX-10.9





 Exhibit 10.9 

SONENDO, INC. 
 STOCK
INCENTIVE PLAN 
 (As Amended on September 8, 2017) 

1. Establishment, Purpose and Term of Plan. 

1.1. Establishment. The Sonendo, Inc. Stock Incentive Plan is hereby established effective as of June 6, 2017. 

1.2. Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders
and members by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The
Company intends that Awards granted pursuant to the Plan be exempt from or comply with Section 409A of the Code (including any amendments or replacements of such section), and the Plan shall be so construed. 

1.3. Term of Plan. The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be
granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company. 

2. Definitions and Construction. 

2.1. Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below: 

a. “Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to,
all applicable U.S. federal or state laws, any stock exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Options or Restricted Stock are granted under the Plan or Participants
reside or provide services, as such laws, rules, and regulations shall be in effect from time to time. 
 b.
“Award” means an Option or Restricted Stock granted under the Plan. 
 c. “Award
Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. 

d. “Board” means the Board of Directors of the Company. If one or more Committees have been appointed
by the Board to administer the Plan, “Board” also means such Committee(s). 












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

f. “Cause” means, unless such term or an equivalent term is otherwise defined with respect to an Award
by the Participant’s Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty, or falsification of any Participating
Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable
workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the
Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s
reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability;
(vi) any material breach by the Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s
conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a
Participating Company. 
 g. “Change in Control” means a change in ownership or control of the
Company effected through any of the following transactions: 
 i a merger, consolidation or other reorganization, unless securities
representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor company are immediately thereafter beneficially owned, directly or indirectly, by the persons who beneficially owned the
Company’s outstanding voting securities immediately prior to such transaction, or 
 ii a sale, transfer or other disposition of all
or substantially all of the Company’s assets in liquidation or dissolution of the Company, or 
 iii the acquisition, directly or
indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership of securities possessing more
than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a transfer of the then issued and outstanding voting securities of the Company by one or more of the Company’s stockholders.


  
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 Anything in the foregoing to the contrary notwithstanding, a transaction shall not
constitute a Change in Control if its sole purpose is to change the legal jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction. In addition, a sale by the Company of its securities in a transaction, the primary purpose of which is to raise capital for the Company’s operations and business activities
including, without limitation, a public offering of the Company’s securities, shall not constitute a Change in Control. 
 h.
“Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations and administrative guidelines promulgated thereunder. 

i. “Committee” means the compensation committee or other committee or subcommittee of the Board duly
delegated to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without
limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. 

j. “Company” means Sonendo, Inc., a Delaware corporation, or any successor corporation thereto. 

k. “Consultant” means a person engaged to provide consulting or advisory services (other than as an
Employee or a Director) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such
person pursuant to the Plan in reliance on either the exemption from registration provided by Rule 701 under the Securities Act or, if the Company is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act, registration on
a Form S-8 Registration Statement under the Securities Act. 
 l.
“Director” means a member of the Board. 
 m. “Disability”
means the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness or injury of the
Participant. 
 n. “Employee” means any person treated as an employee (including an Officer or a
Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that
neither service solely as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual
has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the terms of the Plan as of the time
of the 

  
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Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any,
notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee. 

o. “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

p. “Fair Market Value” means, as of any date, the value of a Share or other property as determined by
the Board, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 

i If, on such date, the Shares is listed on a national or regional securities exchange or market system, the Fair Market Value of a Share
shall be the closing price of a Share as quoted on the national or regional securities exchange or market system constituting the primary market for the Shares, as reported in The Wall Street Journal or such other source as the Company deems
reliable. If the relevant date does not fall on a day on which the Shares have traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Shares were so traded
prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its discretion. 
 ii If, on such date,
the Shares are not listed on a national or regional securities exchange or market system, the Fair Market Value of a Share shall be as determined by the Board in good faith without regard to any restriction other than a restriction which, by its
terms, will never lapse, and in a manner consistent with the requirements of Section 409A of the Code. 
 q.
“Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 

r. “Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award Agreement)
or which does not qualify as an Incentive Stock Option. 
 s. “Officer” means any person designated
by the Board as an officer of the Company. 
 t. “Option” means an Incentive Stock Option or a
Nonstatutory Stock Option granted pursuant to the Plan. 
 u. “Option Exchange Program” means a program
approved by the Board whereby outstanding Options (i) are exchanged for Options with a lower exercise price, Restricted Stock, cash or other property or (ii) are amended to decrease the exercise price as a result of a decline in the Fair
Market Value. 

  
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 v. “Parent Corporation” means any present or future
“parent corporation” of the Company, as defined in Section 424(e) of the Code. 
 w.
“Participant” means any eligible person who has been granted one or more Awards. 
 x.
“Participating Company” means the Company and/or any Parent Corporation or Subsidiary Corporation. 

y. “Participating Company Group” means, at any point in time, all entities collectively which are then
Participating Companies. 
 z. “Plan” means this Sonendo, Inc. Stock Incentive Plan. 

aa. “Restricted Stock Award” means an Award of a Restricted Stock granted pursuant to Section 7.

 bb. “Securities Act” means the Securities Act of 1933, as amended. 

cc. “Service” means a Participant’s employment or service with the Participating Company Group,
whether in the capacity of an Employee, a Director or a Consultant. Unless otherwise provided by the Board, a Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant
renders such Service (including (i) from Employee to Consultant or Director, (ii) from Consultant to Employee or Director and (iii) from Director to Employee or Consultant) or a change in the Participating Company for which the
Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave,
sick leave, or other bona fide leave of absence approved by the Company. However, unless otherwise provided by the Board, if any such leave taken by a Participant exceeds ninety (90) days, then on the ninety-first (91st) day following the
commencement of such leave the Participant’s Service shall be deemed to have terminated, unless the Participant’s right to return to Service is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated
by the Company or required by law, an unpaid leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement. Except as otherwise provided by the Board, in its discretion, the
Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the business entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the
Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of and reason for such termination. 

dd. “Share” means a share of the Common Stock, par value $0.001 per share, of the Company, as adjusted
from time to time in accordance with Section 4.2. 
 ee. “Subsidiary Corporation” means any
present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code. 

  
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 ff. “Ten Percent Stockholder” means a person who, at
the time an Award is granted to such person, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of a Participating Company within the meaning of Section 422(b)(6) of the Code. 

gg. “Vesting Conditions” mean those conditions established in accordance with the Plan prior to the
satisfaction of which Shares subject to an Award remain subject to forfeiture or a repurchase option in favor of the Company exercisable for the Participant’s monetary purchase price, if any, for such Shares upon the Participant’s
termination of Service. 
 2.2. Construction. Captions and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise. 
 3. Administration. 

3.1. Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan, of any Award
Agreement or of any other form of agreement or other document employed by the Company in the administration of the Plan or of any Award shall be determined by the Board, and such determinations shall be final, binding and conclusive upon all persons
having an interest in the Plan or such Award, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or Award Agreement or other
agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest therein. 

3.2. Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right,
obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election. 

3.3. Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the
Plan, the Board shall have the full and final power and authority, in its discretion: 
 a. to determine the persons to whom, and the time
or times at which, Awards shall be granted and the number of Shares to be subject to each Award; 
 b. to determine the type of Award
granted; 
 c. to determine the Fair Market Value of Shares or other property; 

  
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 d. to determine the terms, conditions and restrictions applicable to each Award (which need
not be identical) and any Shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of Shares pursuant to any Award, (ii) the method of payment for Shares purchased pursuant to any Award,
(iii) the method for satisfaction of any tax withholding obligation arising in connection with any Award or Shares acquired pursuant thereto, including by the withholding or delivery of Shares, (iv) the timing, terms and conditions of the
exercisability or vesting of any Award or Shares acquired pursuant thereto, (v) the time of expiration of any Award, (vi) the effect of any Participant’s termination of Service on any of the foregoing, (vii) the performance
criteria, if any, and level of achievement versus the performance criteria that shall determine the number of Securities granted, issued, retainable and/or vested, and (vii) all other terms, conditions and restrictions applicable to any Award
or Shares acquired pursuant thereto not inconsistent with the terms of the Plan; 
 e. to approve one or more forms of Award Agreement;

 f. to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any Shares
acquired pursuant thereto; 
 g. to accelerate, continue, extend or defer the exercisability or vesting of any Award or any Shares acquired
pursuant thereto, including with respect to the period following a Participant’s termination of Service; 
 h. subject to Applicable
Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Option that would
materially and adversely affect the rights of any Participant shall be made without his or her consent; 
 i. to allow Participants to
satisfy withholding tax obligations or costs attendant to exercising an Award by electing to have the Company withhold from the Shares or cash to be delivered upon exercise or vesting of an Award that number of Shares represented by the Shares or
cash having a Fair Market Value equal to the minimum amount required to be withheld and/or the attendant costs. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld and/or costs
imposed is to be determined. All elections by a Participant to have Shares or cash withheld for these purposes will be made in such form and under such conditions as the Board may deem necessary or advisable; 

j. to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt
sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy,
accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards; 
 k. to correct any defect, supply any
omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the
provisions of the Plan or applicable law; and 

  
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 l. to make all other determinations deemed necessary or advisable for administering the
Plan. 
 3.4. Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as
officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company
against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross
negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own
expense to handle and defend the same. 
 4. Shares Subject to Plan.  

4.1. Maximum Number of Shares Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of Shares
that may be issued under the Plan shall be Two Million Seven Hundred Ninety-Five Thousand Seventy-Three (2,795,073) Shares, plus any Shares subject to stock options or similar awards granted under the Company’s 2007 Stock Option Plan (the
“2007 Plan”) that expire or otherwise terminate without having been exercised in full and Shares issued pursuant to awards granted under the 2007 Plan that are forfeited to or repurchased by the Company. The Shares may be authorized but
unissued or reacquired Shares or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled or if Shares are acquired pursuant to an Award subject to an Option Exchange Program, forfeiture or repurchase and
are forfeited or repurchased by the Company for an amount not greater than the Participant’s exercise or purchase price, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be
available for issuance under the Plan. 
 4.2. Adjustments for Changes in Capital Structure. Subject to any required
action by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of any change in the Shares effected without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form
other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of Shares, appropriate and proportionate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding
Awards, in the ISO Share Limit set forth in Section 5.3.a, and in the exercise or purchase price per Share of any outstanding Awards in order 

  
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to prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” If a majority of the shares which are of the same class as the shares that are subject to outstanding Awards are exchanged for, converted into, or otherwise become (whether or not
pursuant to an Ownership Change Event) shares of another corporation (the “New Shares”), the Board may unilaterally amend the outstanding Awards to provide that such Awards are for New Shares. In the event of
any such amendment, the number of Shares subject to, and the exercise or purchase price per Share of, the outstanding Awards shall be adjusted in a fair and equitable manner as determined by the Board, in its discretion. Any fractional share
resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number, and the exercise price per Share shall be rounded up to the nearest whole cent. In no event may the exercise or purchase price, if any, under
any Award be decreased to an amount less than the par value, if any, of the Shares subject to the Award. Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive. 

5. Eligibility and Option Limitations. 

5.1. Persons Eligible for Awards. Awards may be granted only to Employees, Consultants and Directors. 

5.2. Participation in the Plan. Awards are granted solely at the discretion of the Board. Eligible persons may be granted more than one
Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 

5.3. Incentive Stock Option Limitations. 

a. Maximum Number of Shares Issuable Pursuant to Incentive Stock Options. Subject to Section 4.1 and adjustment as provided in
Section 4.2, the maximum aggregate number of Shares that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed Five Hundred Eighty-Seven Thousand Three Hundred Ninety-Four (587,394) Shares (the
“ISO Share Limit”). The maximum aggregate number of Shares that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of Shares determined in accordance with
Section 4.1, subject to adjustment as provided in Section 4.2. 
 b. Persons Eligible. An Incentive Stock Option may be
granted only to a person who, on the effective date of grant, is an Employee. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. 

c. Fair Market Value Limitation. To the extent that options designated as Incentive Stock Options (granted under all
stock plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any calendar year for Shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the
portions of such options which exceed such amount shall be 

  
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treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted,
and the Fair Market Value of Shares shall be determined as of the time the option with respect to such Shares is granted. If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation
shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in
part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant shall be deemed to have exercised the Incentive
Stock Option portion of the Option first. Upon exercise of the Option, Shares issued pursuant to each such portion shall be separately identified. 

6. Stock Options. 

Options shall be evidenced by Award Agreements specifying the number of Shares covered thereby, in such form as the Board shall from time to
time establish. Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

6.1. Exercise Price. The exercise price for each Option shall be established in the discretion of the Board; provided,
however, that (a) the exercise price per Share for an Incentive Stock Option shall be not less than the Fair Market Value of a Share on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent
Stockholder shall have an exercise price per Share less than one hundred ten percent (110%) of the Fair Market Value of a Share on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option
or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the
provisions of Section 424(a) of the Code. 
 6.2. Exercisability and Term of Options. Options shall be exercisable
at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Option; provided, however,
that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option and (b) no Incentive Stock Option granted to a Ten Percent Stockholder shall be exercisable after the
expiration of five (5) years after the effective date of grant of such Option. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after
the effective date of grant of the Option, unless earlier terminated in accordance with its provisions. 

  
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 6.3. Payment of Exercise Price. 

a. Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number
of Shares being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of Shares owned by the Participant having a Fair Market Value not
less than the exercise price, (iii) a Cashless Exercise, (iv) by such other consideration as may be approved by the Board from time to time to the extent permitted by Applicable Law, or (v) by any combination thereof. The Board may at
any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration. 

b. Limitations on Forms of Consideration. 

i Tender of Shares. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the
ownership, of Shares to the extent such tender or attestation would constitute a violation of the provisions of any Applicable Law, regulation or agreement restricting the redemption of the Company’s Shares. Unless otherwise provided by the
Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of Shares unless such Shares either have been owned by the Participant for more than six (6) months or such other period, if any, required by the
Company (and were not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 

ii Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to
establish, to decline to approve or to terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or
procedures may be available to other Participants. 
 6.4. Effect of Termination of Service. 

a. Option Exercisability. Subject to earlier termination of the Option as otherwise provided by this Plan and unless a longer exercise
period is provided by the Board, an Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the
extent it is then vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate: 

i Disability. If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent
vested and unexercised on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months
after the date on which the Participant’s Service terminated, but in any event no later than the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration
Date”). 
 ii Death. If the Participant’s Service terminates because of the death of the Participant, the
Option, to the extent vested and unexercised on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of
the Participant’s death at any time prior to the expiration of twelve (12) months after the date on 

  
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which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death
if the Participant dies within such period after the Participant’s termination of Service as may be set forth in the Option. 
 iii
Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause, the Option, whether vested or unvested, shall terminate in its entirety and cease to be
exercisable immediately upon such termination of Service. 
 iv Other Termination of Service. If the Participant’s Service
terminates for any reason, except Disability, death or Cause, the Option, to the extent vested and unexercised on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of
such period as may be set forth in the Option (which period shall not be less than thirty (30) days), but in any event no later than the Option Expiration Date. 

b. Extension if Exercise Prevented by Applicable Law. Notwithstanding the foregoing other than termination of Service for Cause, if
the exercise of an Option within the applicable time periods set forth in Section 6.4.a is prevented by the provisions of Section 11 below, the Option shall remain exercisable until the later of (i) thirty (30) days after the
date such exercise first would no longer be prevented by such provisions or (ii) the end of the applicable time period under Section 6.4.a, but in any event no later than the Option Expiration Date. 

6.5. Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the
Participant’s guardian or legal representative. An Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. Notwithstanding the foregoing, to the extent permitted by the Board, in its discretion, and set forth in the Award Agreement evidencing such Option,
a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in Rule 701 under the Securities Act, and the General Instructions to Form S-8
Registration Statement under the Securities Act. 
 7. Restricted Stock Awards. 

Restricted Stock Awards shall be evidenced by Award Agreements in such form as the Board shall from time to time establish. Award Agreements
evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

7.1. Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be granted upon such conditions as the
Board shall determine, including, without limitation, upon the attainment of one or more performance goals. 

  
 12 













 7.2. Purchase Price. The purchase price for Shares issuable under each
Restricted Stock Award shall be established by the Board in its discretion. Except as may be required by Applicable Law or established by the Board, no monetary payment (other than applicable tax withholding) shall be required as a condition of
receiving Shares pursuant to a Restricted Stock Award. 
 7.3. Payment of Purchase Price. Except as otherwise provided below, payment
of the purchase price (if any) for the number of Shares being purchased pursuant to any Restricted Stock Award shall be made (a) in cash, by check or in cash equivalent, (b) by such other consideration as may be approved by the Board from
time to time to the extent permitted by Applicable Law, or (c) by any combination thereof. 
 7.4. Vesting and Restrictions on
Transfer. Shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, as shall
be established by the Board and set forth in the Award Agreement evidencing such Award. During any period in which Shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such Shares may not be sold, exchanged,
transferred, pledged, assigned or otherwise disposed of other than pursuant to an Ownership Change Event or as provided in Section 7.7. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer
restrictions prior to the receipt of Shares hereunder and shall promptly present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such
transfer restrictions. 
 7.5. Voting Rights; Dividends and Distributions. Except as provided in this Section, Section 7.4 and
any Award Agreement, during any period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, the Participant shall have all of the rights of a stockholder of the Company holding Shares, including the
right to vote such Shares and to receive all dividends and other distributions paid with respect to such Shares. However, in the event of a dividend or distribution paid in Shares or other property or any other adjustment made upon a change in the
capital structure of the Company as described in Section 4.2, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s
Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the Shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made. 

7.6. Effect of Termination of Service. Unless otherwise provided by the Board in the Award Agreement evidencing a Restricted Stock
Award, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then (a) the Company shall have the option to repurchase for the purchase price paid by
the Participant any Shares acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service and (b) if the Participant did not pay any
consideration for any Shares acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service then such Shares shall be surrendered to the
Company and cancelled without consideration. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. 

  
 13 













 7.7. Nontransferability of Restricted Stock Award Rights. Rights
to acquire Shares pursuant to a Restricted Stock Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the
Participant’s guardian or legal representative.  
 8. Standard Forms of Award Agreements. 

8.1. Award Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the
appropriate form of Award Agreement approved by the Board and as amended from time to time. No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Any Award Agreement
may consist of an appropriate form of Notice of Grant and a form of Award Agreement incorporated therein by reference, or such other form or forms, including electronic media, as the Board may approve from time to time. 

8.2. Authority to Vary Terms. The Board shall have the authority from time to time to vary the terms of any standard form
of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended
standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. 
 9. Change in Control. 

9.1. Effect of Change in Control on Awards. Subject to the requirements and limitations of Section 409A of the Code,
if applicable, the Board may provide for any one or more of the following: 
 a. Accelerated Vesting. The Board may, in its
discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and/or vesting in connection with such Change in Control of each
or any outstanding Award or portion thereof and shares acquired pursuant thereto upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, to such extent as the Board shall
determine. 
 b. Assumption, Continuation or Substitution of Awards. In the event of a Change in Control, the surviving, continuing,
successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, assume or continue the Company’s rights and
obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or 

  
 14 













 
substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s shares. For purposes of this Section, if so determined by
the Board, in its discretion, an Award or any portion thereof shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement,
for each Share subject to such portion of the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the
Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Board may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Award
for each Share to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Shares pursuant to the Change in Control. If any portion of such consideration may be received by
holders of Shares pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its discretion, determine such Fair Market Value per Share as of the time of the Change in Control on the basis of the Board’s good faith
estimate of the present value of the probable future payment of such consideration. Any Award or portion thereof which is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of
consummation of the Change in Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control. Notwithstanding the foregoing, Shares acquired upon exercise of an Award prior to the Change in
Control and any consideration received pursuant to the Change in Control with respect to such Shares shall continue to be subject to all applicable provisions of the Award Agreement evidencing such Award except as otherwise provided in such Award
Agreement. 
 c. Cash-Out of Outstanding Awards. The Board may, in its discretion and
without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award or portion thereof outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect
to each vested Share (and each unvested Share, if so determined by the Board) subject to such canceled Award in (i) cash, (ii) shares of the corporation or other business entity a party to the Change in Control, or (iii) other property
which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per Share in the Change in Control, reduced by the exercise or purchase price per Share, if any, under such
Award. If any portion of such consideration may be received by holders of Shares pursuant to the Change in Control on a contingent or delayed basis, the Board may, in its sole discretion, determine such Fair Market Value per Share as of the time of
the Change in Control on the basis of the Board’s good faith estimate of the present value of the probable future payment of such consideration. In the event such determination is made by the Board, the amount of such payment (reduced by
applicable withholding taxes, if any) shall be paid to Participants in respect of the vested portions of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portions of their
canceled Awards in accordance with the vesting schedules applicable to such Awards. 

  
 15 













 9.2. Federal Excise Tax Under Section 4999 of the Code. 

a. Excess Parachute Payment. If any acceleration of vesting pursuant to an Award and any other payment or benefit
received or to be received by a Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an “excess parachute
payment” under Section 280G of the Code, then, provided such election would not subject the Participant to taxation under Section 409A of the Code, the Participant may elect, in his or her sole discretion, to reduce the amount of any
acceleration of vesting called for under the Award in order to avoid such characterization. 
 b. Determination by Independent
Accountants. To aid the Participant in making any election called for under Section 9.2.a, no later than the date of the occurrence of any event that might reasonably be anticipated to result in an “excess parachute
payment” to the Participant as described in Section 9.2.a, the Company shall request a determination in writing by independent public accountants selected by the Company (the “Accountants”). As soon as
practicable thereafter, the Accountants shall determine and report to the Company and the Participant the amount of such acceleration of vesting, payments and benefits which would produce the greatest
after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the
Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the
Accountants may reasonably charge in connection with their services contemplated by this Section. 
 10. Tax Withholding. 

10.1. Tax Withholding in General. The Company shall have the right to deduct from any and all payments made under the Plan, or to
require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes (including any social insurance
tax), if any, required by law to be withheld by the Company with respect to an Award or the Shares acquired pursuant thereto. The Company shall have no obligation to deliver Shares or to release Shares from an escrow established pursuant to an Award
Agreement until the Company’s tax withholding obligations have been satisfied by the Participant. 
 10.2. Withholding in
Shares. The Company shall have the right, but not the obligation, to deduct from the Shares issuable to a Participant upon the exercise of an Award, or to accept from the Participant the tender of, a number of whole Shares having a Fair Market
Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Company. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount
determined by the applicable minimum statutory withholding rates. 

  
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 11. Compliance with Securities Law. 

The grant of Awards and the issuance of Shares pursuant to any Award shall be subject to compliance with all applicable requirements of
federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, no Award may be exercised or Shares issued pursuant to an Award unless
(a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the Shares issuable pursuant to the Award or (b) the Shares issuable pursuant to the Award may be issued in
accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s
legal counsel to be necessary to the lawful issuance and sale of any Shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been
obtained. As a condition to issuance of any Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any Applicable Law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company. 
 12. Amendment or Termination of
Plan. 
 The Board may amend, suspend or terminate the Plan at any time. However, without the approval of the Company’s
stockholders, there shall be (a) no increase in the maximum aggregate number of Shares that may be issued under the Plan in the form of Incentive Stock Options (except by operation of the provisions of Section 4.2), (b) no change in
the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any Applicable Law, regulation or rule, including the rules of any
stock exchange or market system upon which the Shares may then be listed. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board. Except as provided by the next sentence, no
amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, the Board may, in its
sole and absolute discretion and without the consent of any Participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award
Agreement to any present or future law, regulation or rule applicable to the Plan, including, but not limited to, Section 409A of the Code. 

13. Miscellaneous Provisions. 

13.1. Repurchase Rights. Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase
options, or other conditions and restrictions as determined by the Board in its discretion at the time the Award is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then
exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of Shares hereunder and shall promptly
present to the Company any and all certificates representing Shares acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions. 

  
 17 













 13.2. Rights as Employee, Consultant or Director. No person, even though eligible
pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to
remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time. To the extent that an Employee of a Participating Company other than the
Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company. 

13.3. Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any Shares covered by an Award until
the date of the issuance of such Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the
record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan. In addition, any rights that a Participant has with respect to any Shares issued under any Award may be subject to the
terms and conditions of any stockholder agreement adopted by the Company to which the Board determines shall be applicable to such Shares. No Shares shall be issued pursuant to an Award unless the recipient of such Shares has executed a joinder to
any such stockholder agreement. Notwithstanding the foregoing, to the extent that any provision in such stockholder agreement would result in the imposition of tax under Section 409A of the Code, such provision shall not apply to Shares
received pursuant to any Award. 
 13.4. Delivery of Title to Shares. Subject to any governing rules or regulations, the Company
shall issue or cause to be issued the Shares acquired pursuant to an Award and shall deliver such Shares to or for the benefit of the Participant by means of one or more of the following: (a) by delivering to the Participant evidence of book
entry Shares credited to the account of the Participant, (b) by depositing such Shares for the benefit of the Participant with any broker with which the Participant has an account relationship, or (c) by delivering such Shares to the
Participant in certificate form. 
 13.5. Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid
pursuant to such Awards shall be included as “compensation” for purposes of computing the benefits payable to any Participant under any Participating Company’s retirement plans (both qualified and
non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing such benefits. 

13.6. No Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.

 13.7. Section 409A of the Code. Notwithstanding other provisions of the Plan or any Award Agreements hereunder, no Award shall be
granted, deferred, accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon a Participant. In the event that it is reasonably determined
by the Board or, if delegated by the Board to the Committee, by the 

  
 18 













 
Committee that, as a result of Section 409A of the Code, payments in respect of any Award under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant
Award Agreement, as the case may be, without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee” under
Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company shall use commercially reasonable efforts to
implement the provisions of this Section 13.7 in good faith; provided that neither the Company, the Board nor any of the Company’s employees, directors or representatives shall have any liability to Participants with respect to this
Section 13.7. 
 13.8. Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held
invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not
in any way be affected or impaired thereby. 
 13.9. No Constraint on Corporate Action. Nothing in this Plan shall be construed to:
(a) limit, impair, or otherwise affect the Company’s or another Participating Company’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or another Participating Company to take any action which such entity deems to be necessary or
appropriate. 
 13.10. Choice of Law. Except to the extent governed by applicable federal law, the validity, interpretation,
construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules. 

13.11. Stockholder Approval. The Plan shall be approved by a majority of the outstanding Shares of the Company entitled to vote within
twelve (12) months before or after the date of adoption thereof by the Board and by any other vote required under the Company’s certificate of incorporation (as amended to date). Awards granted prior to security holder approval of the Plan
or in excess of the Authorized Shares previously approved by the security holders shall become exercisable no earlier than the date of security holder approval of the Plan or such increase in the Authorized Shares, as the case may be. 

  
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 SONENDO, INC. 

NOTICE OF GRANT OF STOCK OPTION 

(IMMEDIATELY EXERCISABLE) 
 The Participant
has been granted an option (the “Option”) to purchase certain Shares of Sonendo, Inc. (the “Company”) pursuant to the Sonendo, Inc. Stock Incentive Plan (the
“Plan”), as follows: 
  

					
	Participant:	  	«ParticipantName»	  	
			
	Date of Grant:	  	«GrantDate»	  	
			
	Number of Option Shares:	  	«NoofShares»	  	
			
	Exercise Price per Share:	  	$«ExercisePrice»	  	
			
	Total Exercise Price:	  	$«TotalExercisePrice»	  	
			
	Vesting Commencement Date:	  	«VestCommenceDate»	  	
			
	Option Expiration Date:	  	«ExpirDate10_years_from_grant_minus_1»	  	
			
	Tax Status of Option:	  	«ISONSO»	  	
			
	Vesting Schedule:	  	«VestingSchedule»	  	

 Capitalized terms not defined herein shall have the meaning as set forth in the Stock Incentive Plan. 

Upon termination of Participant’s Service, any portion of the Option that is not vested and not exercised as of such date of termination shall
automatically expire in accordance with the attached Stock Option Award Agreement. 
 The Exercise Price represents an amount the Company believes to be no
less than the fair market value of a Share as of the Date of Grant, determined in good faith in compliance with the requirements of Section 409A of the Code. However, there is no guarantee that the Internal Revenue Service will agree with the
Company’s determination. A subsequent IRS determination that the Exercise Price is less than such fair market value could result in adverse tax consequences to the Participant. By signing below, the Participant agrees that the Company, its
Directors, Officers and stockholders shall not be held liable for any tax, penalty, interest or cost incurred by the Participant as a result of such determination by the IRS. The Participant is urged to consult with his or her own tax advisor
regarding the tax consequences of the Option, including the application of Section 409A. 
 REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL -
PARTICIPANT HEREBY AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE COMPANY AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN
THE ATTACHED STOCK OPTION AWARD AGREEMENT AND STOCK OPTION EXERCISE NOTICE. 
 By their signatures below, the Company and the Participant agree that the
Option is governed by this Notice of Grant of Stock Option and by the provisions of the Plan and the Stock Option Award Agreement, both of which are attached to and made a part of this document. The Participant acknowledges receipt of copies of the
Plan and the Stock Option Award Agreement, represents that the Participant has read and is familiar with their provisions, and hereby accepts the Option subject to all of their terms and conditions. 

 

			
	SONENDO, INC.	  	«PARTICIPANTNAME»
		
	Signature:
                                         
                                         
      	  	Signature:
                                         
                                         
  
		
	Print Name: Michael
Watts                                        
                     	  	Date:
«GrantDate»                                     
                                  
		
	Title: Chief Financial
Officer                                        
                  	  	Address:
                                         
                                         
    
		
	 Address:      26061 Merit Circle, Suite 102
	  	                                     
                                         
                       
	                Laguna Hills, CA 92653	  	 

 ATTACHMENTS: Sonendo, Inc. Stock Incentive Plan, as amended to the Date of Grant; Stock Option Award Agreement and Stock
Option Exercise Notice 

  
 20 













 THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA OR REGISTERED OR QUALIFIED WITH ANY OTHER STATE OR THE SECURITIES AND EXCHANGE COMMISSION. THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH
QUALIFICATION OR REGISTRATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM CALIFORNIA QUALIFICATION REQUIREMENTS BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE AND EXEMPTIONS UNDER ANY OTHER APPLICABLE STATE OR
FEDERAL SECURITIES LAW. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION AND/OR REGISTRATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT. 

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. 
 SONENDO, INC. 

STOCK OPTION AWARD AGREEMENT 

(IMMEDIATELY EXERCISABLE) 
 Sonendo, Inc.
has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Award Agreement (this “Award Agreement”) is attached an Option to
purchase certain Shares upon the terms and conditions set forth in the Grant Notice and this Award Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Sonendo, Inc. Stock
Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that
the Participant has read and is familiar with the terms and conditions of, the Grant Notice, this Award Agreement and the Plan, (b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Award Agreement and the
Plan, and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Grant Notice, this Award Agreement or the Plan. 

 

	1.	 Definitions and Construction. 



1.1.    Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to
such terms in the Grant Notice or the Plan. 
 1.2.    Construction. Captions and titles contained herein
are for convenience only and shall not affect the meaning or interpretation of any provision of this Award Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.
Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 

  
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	2.	 Tax Consequences. 



2.1.    Tax Status of Option. The Option is intended to have the tax status designated in the Grant Notice.

 a.    Incentive Stock Option. If the Grant Notice so designates, the Option is intended to be an
Incentive Stock Option within the meaning of Section 422(b) of the Code, but the Company does not represent or warrant that the Option qualifies as such. The Participant should consult with the Participant’s own tax advisor regarding the
tax effects of the Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. 

b.    Nonstatutory Stock Option. If the Grant Notice so designates, the Option is intended to be a
Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code. 

2.2.    ISO Fair Market Value Limitation. If the Grant Notice designates the Option as an Incentive Stock
Option, then to the extent that the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company Group, including the Plan) becomes exercisable for the first time during
any calendar year for Shares having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock Options. For purposes of this Section 2.2,
options designated as Incentive Stock Options are taken into account in the order in which they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If the Code is amended to
provide for a different limitation from that set forth in this Section 2.2, such different limitation shall be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as
an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2, the Participant may designate which portion of such Option the Participant is exercising. In the absence of
such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT:
If the aggregate Exercise Price of the Option (that is, the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you hold (whether granted pursuant to the Plan or any other
stock option plan of the Participating Company Group) is greater than $100,000, you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.) 

 

	3.	 Administration. 



All questions of interpretation concerning the Grant Notice, this Award Agreement, the Plan or any other form of agreement or other document
employed by the Company in the administration of the Plan or the Option shall be determined by the Board. All such determinations by the Board shall be final, binding and conclusive upon all persons having an interest in the Option, unless
fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Board in the exercise of its discretion pursuant to the Plan or the Option or 

  
 22 













 
other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in
the Option. Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent
authority with respect to such matter, right, obligation, or election. 
  

	4.	 Exercise of the Option. 



4.1.    Right to Exercise – Immediate Exercise. Except as otherwise provided herein, the Option shall be
exercisable on and after the Date of Grant and prior to the termination of the Option (as provided in Section 6). In no event shall the Option be exercisable for more shares than the Number of Option Shares, as adjusted pursuant to
Section 4.2 of the Plan. 
 4.2.    Method of Exercise. Exercise of the Option shall be by means of
electronic or written notice (the “Exercise Notice”) in a form authorized by the Company, which as of the date hereof, is in the form of Stock Option Exercise Notice provided with this Award Agreement. An electronic Exercise
Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party administrator designated by the
Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and
delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a
third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise the Option, the number of whole Shares for which the Option is being exercised, spousal
acknowledgement (if applicable), and such other representations and agreements as to the Participant’s investment intent with respect to such Shares as may be required pursuant to the provisions of this Award Agreement. Further, each Exercise
Notice must be received by the Company prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate Exercise Price for the number of Shares being purchased. The Option shall be deemed
to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price. 

4.3.    Beneficial Ownership of Stock; Certificate Registration. The Participant hereby authorizes the
Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all Shares acquired by the Participant pursuant to the
exercise of the Option. Except as provided by the preceding sentence, a certificate for the Shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the
Participant. 

  
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 4.4.    Restrictions on Grant of the Option and Issuance of
Shares. The grant of the Option and the issuance of Shares upon exercise of the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Option may not be
exercised if the issuance of Shares upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares
may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the Shares issuable upon exercise of the
Option or (ii) in the opinion of legal counsel to the Company, the Shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE
PARTICIPANT IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the
Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option shall relieve the Company of any
liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. 

4.5.    No Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise
of the Option. 
  

	5.	 Nontransferability of the Option. 



During the lifetime of the Participant, the Option shall be exercisable only by the Participant or the Participant’s guardian or legal
representative. The Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except
transfer by will or by the laws of descent and distribution. Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s legal representative or by any person empowered to
do so under the deceased Participant’s will or under the then applicable laws of descent and distribution. 
  

	6.	 Termination of the Option. 



The Option shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration
Date, (b) the close of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7, or (c) a Change in Control to the extent provided under or consistent with
the terms of the Plan. 

  
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	7.	 Effect of Termination of Service. 



7.1.    Option Exercisability. The Option shall terminate immediately upon the Participant’s termination
of Service to the extent that it is then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during the applicable time period as determined below and thereafter shall terminate.

 a.    Disability. If the Participant’s Service terminates because of the Disability of the
Participant, the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at
any time prior to the expiration of six (6) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 

b.    Death. If the Participant’s Service terminates because of the death of the Participant,
the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to
exercise the Option by reason of the Participant’s death at any time prior to the expiration of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration
Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within thirty (30) days after the Participant’s termination of Service. 

c.    Termination for Cause. Notwithstanding any other provision of this Award Agreement, if the
Participant’s Service is terminated for Cause, the Option, whether vested or unvested, shall terminate and cease to be exercisable in its entirety immediately upon such termination of Service. 

d.    Other Termination of Service. If the Participant’s Service terminates for any reason,
except Disability, death or Cause, the Option, to the extent vested and unexercised on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of thirty (30) days
after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 

7.2.    Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of
Service for Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of Section 4.4, the Option shall remain exercisable until the later of (a) thirty (30) days
after the date such exercise first would no longer be prevented by such provisions or (b) the end of the applicable time period under Section 7.1, but in any event no later than the Option Expiration Date. 

  
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	8.	 Right of First Refusal. 



8.1.    Grant of Right of First Refusal. Except as provided in Section 8.7 and Section 13 below, in
the event the Participant, the Participant’s legal representative, or other holder of Shares acquired upon exercise of the Option proposes to sell, exchange, transfer, pledge, or otherwise dispose of any Vested Shares (the “Transfer
Shares”) to any person or entity, including, without limitation, any stockholder of a Participating Company, the Company shall have the right to repurchase the Transfer Shares under the terms and subject to the conditions set forth in
this Section 8 (the “Right of First Refusal”). 
 8.2.    Notice of Proposed
Transfer. Prior to any proposed transfer of the Transfer Shares, the Participant shall deliver written notice (the “Transfer Notice”) to the Company describing fully the proposed transfer, including the number of Transfer
Shares, the name and address of the proposed transferee (the “Proposed Transferee”) and, if the transfer is voluntary, the proposed transfer price, and containing such information necessary to show the bona fide nature of the
proposed transfer. In the event of a bona fide gift or involuntary transfer, the proposed transfer price shall be deemed to be the Fair Market Value of the Transfer Shares, as determined by the Board in good faith. If the Participant proposes to
transfer any Transfer Shares to more than one Proposed Transferee, the Participant shall provide a separate Transfer Notice for the proposed transfer to each Proposed Transferee. The Transfer Notice shall be signed by both the Participant and the
Proposed Transferee and must constitute a binding commitment of the Participant and the Proposed Transferee for the transfer of the Transfer Shares to the Proposed Transferee subject only to the Right of First Refusal. 

8.3.    Bona Fide Transfer. If the Company determines that the information provided by the Participant in
the Transfer Notice is insufficient to establish the bona fide nature of a proposed voluntary transfer, the Company shall give the Participant written notice of the Participant’s failure to comply with the procedure described in this
Section 8, and the Participant shall have no right to transfer the Transfer Shares without first complying with the procedure described in this Section 8. The Participant shall not be permitted to transfer the Transfer Shares if the
proposed transfer is not bona fide. 
 8.4.    Exercise of Right of First Refusal. If the Company
determines the proposed transfer to be bona fide, the Company shall have the right to purchase all, but not less than all, of the Transfer Shares (except as the Company and the Participant otherwise agree) at the purchase price and on the terms set
forth in the Transfer Notice by delivery to the Participant of a notice of exercise of the Right of First Refusal within thirty (30) days after the date the Transfer Notice is delivered to the Company. The Company’s exercise or failure to
exercise the Right of First Refusal with respect to any proposed transfer described in a Transfer Notice shall not affect the Company’s right to exercise the Right of First Refusal with respect to any proposed transfer described in any other
Transfer Notice, whether or not such other Transfer Notice is issued by the Participant or issued by a person other than the Participant with respect to a proposed transfer to the same Proposed Transferee. If the Company exercises the Right of First
Refusal, the Company and the Participant shall thereupon consummate the sale of the Transfer Shares to the Company on the terms set forth in the Transfer Notice within sixty (60) days after the date the Transfer Notice is delivered to the
Company (unless a longer period is offered by the Proposed Transferee); provided, however, that in the event the Transfer Notice provides for the payment for the Transfer Shares 

  
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other than in cash, the Company shall have the option of paying for the Transfer Shares by the present value cash equivalent of the consideration described in the Transfer Notice as reasonably
determined by the Company. For purposes of the foregoing, cancellation of any indebtedness of the Participant to any Participating Company shall be treated as payment to the Participant in cash to the extent of the unpaid principal and any accrued
interest canceled. 
 8.5.    Failure to Exercise Right of First Refusal. If the Company fails to exercise
the Right of First Refusal in full (or to such lesser extent as the Company and the Participant otherwise agree) within the period specified in Section 8.4 above, the Participant may conclude a transfer to the Proposed Transferee of the
Transfer Shares on the terms and conditions described in the Transfer Notice, provided such transfer occurs not later than ninety (90) days following delivery to the Company of the Transfer Notice. The Company shall have the right to demand
further assurances from the Participant and the Proposed Transferee (in a form satisfactory to the Company) that the transfer of the Transfer Shares was actually carried out on the terms and conditions described in the Transfer Notice. No Transfer
Shares shall be transferred on the books of the Company until the Company has received such assurances, if so demanded, and has approved the proposed transfer as bona fide. Any proposed transfer on terms and conditions different from those described
in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance by the Participant with the procedure described in this Section 8. 

8.6.    Transferees of Transfer Shares. All transferees of the Transfer Shares or any interest therein,
other than the Company, shall be required as a condition of such transfer to agree in writing (in a form satisfactory to the Company) that such transferee shall receive and hold such Transfer Shares or interest therein subject to all of the terms
and conditions of this Award Agreement, including this Section 8 providing for the Right of First Refusal with respect to any subsequent transfer. Any sale or transfer of any Shares acquired upon exercise of the Option shall be void unless the
provisions of Section 8 are met. 
 8.7.    Transfers Not Subject to Right of First Refusal. The
Right of First Refusal shall not apply to any transfer or exchange of the Shares acquired upon exercise of the Option if such transfer or exchange is in connection with a Change in Control. If the consideration received pursuant to such transfer or
exchange consists of stock of a Participating Company, such consideration shall remain subject to the Right of First Refusal unless the provisions of Section 8.9 below result in a termination of the Right of First Refusal. 

8.8.    Assignment of Right of First Refusal. The Company shall have the right to assign the Right of First
Refusal at any time, whether or not there has been an attempted transfer, to one or more persons as may be selected by the Company. 

8.9.    Early Termination of Right of First Refusal. The other provisions of this Award Agreement
notwithstanding, the Right of First Refusal shall terminate and be of no further force and effect upon (a) the occurrence of a Change in Control, unless the Acquiror assumes the Company’s rights and obligations under the Option or
substitutes a substantially equivalent option for the Acquiror’s stock for the Option, or (b) the existence of a public market for the class of shares subject to the Right of First Refusal. A “public market” shall
be deemed to exist if (i) such stock is listed on a national securities exchange (as that term is used in the Exchange Act) or (ii) such stock is traded on the over the counter market and prices therefor are published daily on business
days in a recognized financial journal. 

  
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	9.	 Share Distributions Subject to Award Agreement. 



If, from time to time, there is any stock dividend, stock split or other change, as described in Section 4.2 of the Plan, in the character
or amount of any of the outstanding stock of the corporation subject to the provisions of this Award Agreement, then in such event any and all new, substituted or additional securities to which the Participant is entitled by reason of the
Participant’s ownership of the shares acquired upon exercise of the Option shall be immediately subject to the Right of First Refusal with the same force and effect as the shares subject to the Right of First Refusal immediately before such
event. 
  

	10.	 Notice of Sales Upon Disqualifying Disposition. 



The Participant shall dispose of the Shares acquired pursuant to the Option only in accordance with the provisions of this Award Agreement. In
addition, if the Grant Notice designates the Option as an Incentive Stock Option, the Participant shall (a) promptly notify the stock plan administrator for the Company if the Participant disposes of any of the Shares acquired pursuant to the
Option within one (1) year after the date the Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description of the circumstances of such disposition.
Until such time as the Participant disposes of such Shares in a manner consistent with the provisions of this Award Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all Shares acquired pursuant to the
Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise of the Option and the two-year period
immediately after Date of Grant. At any time during the one-year or two-year periods set forth above, the Company may place a legend on any certificate representing
Shares acquired pursuant to the Option requesting the transfer agent for the Company’s Share to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any such transfer shall continue
notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence. 
  

	11.	 LEGENDS. 



11.1.    The Company may at any time place legends referencing the Right of First Refusal and any applicable
federal, state or foreign securities law restrictions on all certificates representing Shares subject to the provisions of this Award Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all
certificates representing Shares acquired pursuant to the Option in the possession of the Participant in order to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include,
but shall not be limited to, the following: 
 “THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 OR RULE 701


  
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UNDER THE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.” 
 “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER, INCLUDING A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION OR ITS ASSIGNEE SET FORTH IN AN AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF
WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.” 
  

	12.	 Lock-Up Agreement. 



The Participant hereby agrees that in the event of any underwritten public offering of stock, including an initial public offering of stock,
made by the Company pursuant to an effective registration statement filed under the Securities Act, the Participant shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise
dispose of any Shares of the Company or any rights to acquire stock of the Company for such period of time from and after the effective date of such registration statement as may be established by the underwriter for such public offering. The
foregoing limitation shall not apply to shares registered in the public offering under the Securities Act. The Participant hereby agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing within a
reasonable timeframe if so requested by the Company. 
  

	13.	 Restrictions on Transfer of Shares. 



No unvested Shares acquired upon the exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to
a nominee or agent of the Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law in any manner, other than to the Company, and any such attempted disposition shall be void. No Shares acquired upon
exercise of the Option may be sold, exchanged, transferred (including, without limitation, any transfer to a nominee or agent of the Participant), assigned, pledged, hypothecated or otherwise disposed of, including by operation of law in any manner
which violates any of the provisions of this Award Agreement, and any such attempted disposition shall be void. The Company shall not be required (a) to transfer on its books any Shares which will have been transferred in violation of any of
the provisions set forth in this Award Agreement or (b) to treat as owner of such Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such Shares will have been so transferred. 

 

	14.	 Miscellaneous Provisions. 



14.1.    Termination or Amendment. The Board may terminate or amend the Plan or the Option at any time;
provided, however, that except as provided in Section 9 of the Plan in connection with a Change in Control, no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the
Participant unless such termination or amendment is necessary to comply with any applicable law or government regulation, including, but not limited to Section 409A of the Code. No amendment or addition to this Award Agreement shall be
effective unless in writing. 

  
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 14.2.    Compliance with Section 409A.
The Company intends that income realized by the Participant pursuant to the Plan and this Award Agreement will not be subject to taxation under Section 409A of the Code. The provisions of the Plan and this Award Agreement shall be interpreted
and construed in favor of satisfying any applicable requirements of Section 409A of the Code. The Company, in its reasonable discretion, may amend (including retroactively) the Plan and this Agreement in order to conform to the applicable
requirements of Section 409A of the Code, including amendments to facilitate the Participant’s ability to avoid taxation under Section 409A of the Code. However, the preceding provisions shall not be construed as a guarantee by the
Company of any particular tax result for income realized by the Participant pursuant to the Plan or this Award Agreement. In any event, no Participating Company shall be responsible for the payment of any applicable taxes on income realized by the
Participant pursuant to the Plan or this Award Agreement. 
 14.3.    Further Instruments. The parties
hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award Agreement. 

14.4.    Binding Effect. Subject to the restrictions on transfer set forth herein, this Award Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. 

14.5.    Delivery of Documents and Notices. Any document relating to participation in the Plan, or any
notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Award Agreement provides for effectiveness only upon actual receipt of such notice) upon electronic delivery at
the e-mail address, if any, provided for the Participant by the Participating Company, or, upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally
recognized overnight courier service with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the
other party. 
 a.    Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include: the Plan, the Grant Notice, this Award Agreement, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, if permitted by the
Company, the Participant may deliver electronically the Grant Notice and Exercise Notice called for by Section 4.2 above to the Company or to such third party involved in administering the Plan as the Company may designate from time to time.
Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. 

b.    Consent to Electronic Delivery. The Participant acknowledges that the Participant has read
Section 14.5(a) of this Award Agreement and consents to the electronic delivery of the 

  
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Plan documents and, if permitted by the Company, the delivery of the Grant Notice and Exercise Notice, as described in Section 14.5(a). The Participant acknowledges that he or she may
receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a
paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any
documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 14.5(a) or may change the electronic mail address to which such
documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or
electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 14.5(a). 

14.6.    Integrated Agreement. The Grant Notice, this Award Agreement and the Plan, together with any
employment, service or other agreement with the Participant and Company referring to the Option, shall constitute the entire understanding and agreement of the Participant and Company with respect to the subject matter contained herein or therein
and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter. To the extent contemplated herein or therein, the
provisions of the Grant Notice, the Award Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect. 

14.7.    Applicable Law. This Award Agreement shall be governed by the laws of the State of California as
such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California. 

14.8.    Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. 
 14.9.    No Rights as a
Stockholder. The Participant shall have no rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option has been exercised (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided under
the Plan. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s
employment is “at will” and is for no specified term. Nothing in this Award Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time. 

  
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