Exhibit 10.1


 


BLUE WATER VACCINES INC.


2019
EQUITY INCENTIVE PLAN


 


ADOPTED BY THE
BOARD OF DIRECTORS: July 1, 2019


APPROVED BY THE
STOCKHOLDERS: July 1, 2019






		1.	General.



 


(a) Eligible
Stock Award Recipients. Employees, Directors, Officers and Consultants of the Company and its Subsidiaries are eligible to receive
Stock Awards.


 


(b) Available
Stock Awards. The Plan provides for the grant of the following types of Stock Awards:


 


(i) Incentive
Stock Options,


 


(ii) Nonstatutory
Stock Options,


 


(iii) Stock
Appreciation Rights,


 


(iv) Restricted
Stock Awards,


 


(v) Restricted
Stock Unit Awards, and


 


(vi) Other
Stock Awards.


 


(c) Purpose.
The Plan, through the granting of Stock Awards, is intended to help the Company secure and retain the services of eligible award recipients,
provide incentives for such persons to exert maximum efforts for the success of the Company and its Subsidiaries and provide a means by
which the eligible recipients may benefit from increases in value of the Common Stock of the Company.


 


		2.	ADMINISTRATION.



 


(a) Administration
by Board. The Board of Directors of the Company will administer the Plan. The Board may delegate administration of the Plan to a Committee
or Committees, as provided in Section 2(c).


 


(b) Powers
of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i) To
determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will be
granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise or
otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to a Stock Award; and (F)
the Fair Market Value applicable to a Stock Award.


 






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(ii) To
construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan
or in any Grant Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Stock Award fully effective.


 


(iii) To
settle all controversies regarding the Plan and Stock Awards granted under it.


 


(iv) To
accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or at which cash or shares of Common Stock
may be issued).


 


(v) To
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Grant Agreement, suspension or termination of
the Plan will not impair a Participant’s rights under the Participant’s then-outstanding Stock Award without the Participant’s
written consent except as provided in subsection (viii) below.


 


(vi) To amend the
Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive
Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock Awards granted
under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements for nonqualified
deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by
applicable law, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval
of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan,
(B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits
accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased
under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance
under the Plan. Except as provided in the Plan (including subsection (viii) below) or a Grant Agreement, no amendment of the Plan will
impair a Participant’s rights under an outstanding Stock Award unless (1) the Company requests the consent of the affected Participant,
and (2) such Participant consents in writing.


 


(vii) To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the
requirements of Section 422 of the Code regarding Incentive Stock Options.


 


(viii) To
approve forms of Grant Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Grant Agreement, subject to any specified
limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Stock
Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such
Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired
by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair
the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one
or more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive
Stock Option under Section 422 of the Code; (B) to clarify the manner of exemption from, or to bring the Stock Award into compliance with,
Section 409A of the Code; or (C) to comply with other applicable laws.


 






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(ix) Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company
and that are not in conflict with the provisions of the Plan or Stock Awards.


 


(x) To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants
who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications
to the Plan or any Grant Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).


 


(xi) To
effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding
Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2)
Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined
by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common
Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other
action that is treated as a repricing under generally accepted accounting principles.


 


(c) Delegation
to Committee. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration
of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any
of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the
Committee or subcommittee). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions
of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee
and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer
the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.


 


(d) Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following: (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards),
and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided,
however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may
be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such
Stock Awards will be granted on the form of Grant Agreement most recently approved for use by the Committee or the Board, unless otherwise
provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely
in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(t) below.


 


(e) Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject
to review by any person and will be final, binding and conclusive on all persons.


 






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		3.	SHARES SUBJECT TO THE PLAN.



 


(a) Share
Reserve.


 


(i) Subject
to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to
Stock Awards from and after the Effective Date will not exceed (A) 350,000 shares, the number of shares available for issuance under the
Plan’s terms plus (B) any shares that revert back to the Plan pursuant to Section 3(b), if any, which become available for grant
under this Plan from time to time (such aggregate number of shares described in (A) and (B) above, the “Share Reserve”).


 


(ii) For
clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to
the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a).


 


(b) Reversion of Shares
to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered
by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such
expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available
for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the
Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that
are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company
in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award
will again become available for issuance under the Plan.


 


(c) Incentive
Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number
of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 350,000 shares of Common Stock.


 


(d) Source
of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company on the open market or otherwise.


 






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		4.	ELIGIBILITY.



 


(a) Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other
than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may not
be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company,
as such term is defined in SEC Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock”
under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off
transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt
from or alternatively comply with the distribution requirements of Section 409A of the Code.


 


(b) Ten
Percent Stockholders. A Ten Percent Stockholder of the Company will not be granted an Incentive Stock Option unless the exercise price
of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable
after the expiration of five (5) years from the date of grant.


 


(c) Consultants.
A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or sale of the Company’s
securities to such Consultant is not exempt under SEC Rule 701 because of the nature of the services that the Consultant is providing
to the Company, because the Consultant is not a natural person, or because of any other provision of Rule SEC 701, unless the Company
determines that such grant need not comply with the requirements of SEC Rule 701 and will satisfy another exemption under the Securities
Act as well as comply with the securities laws of all other relevant jurisdictions.


 


		5.	provisions relating to options and stock appreciation rights.



 


Each Option or SAR will be
in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive
Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as
an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify
as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Grant Agreement will conform
to (through incorporation of provisions hereof by reference in the applicable Grant Agreement or otherwise) the substance of each of the
following provisions:


 


(a) Term.
Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration
of ten (10) years from the date of its grant or such shorter period specified in the Grant Agreement.


 


(b) Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or
SAR will be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the
date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower
than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted
pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in
a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated
in shares of Common Stock equivalents.


 






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(c) Purchase
Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted
by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.
The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the
ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The
permitted methods of payment are as follows:


 


(i) by
cash, check, bank draft or money order payable to the Company;


 


(ii) pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject
to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds;


 


(iii) by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock held by the person for at least six (6) months;
or


 


(iv) if
an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the
Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole
shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent
that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered
to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v) in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Grant Agreement.


 


(d) Exercise
and Payment of a SAR. At the discretion of the Board, any Participant granted an Option may also be granted SARs in tandem with that
Option, provided that the number of shares covered by the SARs shall not exceed the number of shares subject to the Option, and that the
strike price for the SARs shall be equal to the exercise price for such Option. If SARs have been granted to a Participant, the terms
of such SARs shall be set forth in the Participant’s Grant Agreement. To exercise any outstanding SAR, the Participant must provide
written notice of exercise to the Company in compliance with the provisions of the Grant Agreement evidencing such SAR. The appreciation
distribution payable to the Participant upon the exercise of a SAR will be an amount equal to the excess of (A) the aggregate Fair Market
Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in
which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B)
the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such
date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration,
as determined by the Board and contained in the Grant Agreement evidencing such SAR.


 


(e) Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as
the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability
of Options and SARs will apply:


 


(i) Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant to
subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may
permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided
herein, neither an Option nor a SAR may be transferred for consideration.


 






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(ii) Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock
Option as a result of such transfer.


 


(iii) Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to
the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant,
will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.
In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate
will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However,
the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation
would be inconsistent with the provisions of applicable laws.


 


(f) Vesting
Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments
that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or
may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions
governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.


 


(g) Termination
of Continuous Service. Except as otherwise provided in Subsections 5(h), (i), (j) or (k) below, or in the terms of the applicable
Grant Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other
than for Cause), the Participant may exercise the Participant’s Option or SAR (to the extent that the Participant was entitled to
exercise such Option or SAR as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i)
the date which occurs three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter
period specified in the applicable Grant Agreement, which period will not be less than thirty (30) days if necessary to comply with applicable
laws unless such termination is for Cause) or (ii) the expiration of the term of the Option or SAR as set forth in the Grant Agreement.
If, after termination of Continuous Service, the Participant does not exercise the Participant’s Option or SAR within the applicable
time frame, the Option or SAR (as applicable) will terminate.


 


(h) Termination
for Cause. Except as explicitly provided otherwise in a Participant’s Grant Agreement or other individual written agreement
between the Company or any Subsidiary and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option
or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited
from exercising the Participant’s Option or SAR from and after the time of such termination of Continuous Service.


 






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(i) Extension
of Termination Date. Except as otherwise provided in the applicable Grant Agreement or other agreement between the Participant and
the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for
Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of
shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on
the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise
period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be
in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable
Grant Agreement. In addition, unless otherwise provided in a Participant’s Grant Agreement, if the sale of any Common Stock received
upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would
violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period
of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s
Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of
the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Grant
Agreement.


 


(j) Disability
of Participant. Except as otherwise provided in the applicable Grant Agreement or other agreement between the Participant and the
Company or a Subsidiary, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the
Participant may exercise the Participant’s Option or SAR (to the extent that the Participant was entitled to exercise such Option
or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date
which occurs twelve (12) months following such termination of Continuous Service (or such shorter period specified in the Grant Agreement,
which period will not be less than six (6) months if necessary to comply with applicable laws), or (ii) the expiration of the term of
the Option or SAR as set forth in the Grant Agreement. If, after termination of Continuous Service, the Participant does not exercise
the Participant’s Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(k) Death
of Participant. Except as otherwise provided in the applicable Grant Agreement, if (i) a Participant’s Continuous Service terminates
as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Grant Agreement
for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Option
or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s
estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise
the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date which occurs twelve
(12) months following the date of death (or such longer or shorter period specified in the Grant Agreement, which period will not be less
than six (6) months if necessary to comply with applicable laws), or (ii) the expiration of the term of such Option or SAR as set forth
in the Grant Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame,
the Option or SAR (as applicable) will terminate.


 


(l) Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act
of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following
the date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the Worker
Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such
Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement
(as such term may be defined in the Participant’s Grant Agreement, in another agreement between the Participant and the Company
or a Subsidiary, or, if no such definition, in accordance with the then current employment policies and guidelines of the Company or Subsidiary),
the vested portion of any Options and SARs may be exercised earlier than six (6) months following the date of grant. The foregoing provision
is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or
SAR will be exempt from the employee’s regular rate of pay. To the extent permitted and/or required for compliance with the Worker
Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance
of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section
5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Grant Agreements.


 



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(m) Stockholder
Agreements. Notwithstanding any other provisions of this Plan or any Grant Agreement to the contrary, before any shares of Common
Stock may be issued to a Participant pursuant to the exercise of an Option or SAR, the Participant shall be required to take any and all
steps which may be requested by the Company to become a party bound by the terms of the Stockholder Agreements and any and all shares
issued to the Participant shall be issued subject to all of the provisions of the Stockholder Agreements, including but not limited to
those provisions of the Stockholder Agreements which may (A) allow the Company to elect to repurchase all or any part of the shares of
Common Stock acquired by the Participant pursuant to this Plan, or (B) allow the Company to elect to exercise a right of first refusal
with respect to any shares of Common Stock issued to the Participant pursuant to this Plan.


 


		6.	PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.



 


(a) Restricted
Stock Awards. Each Restricted Stock Grant Agreement will be in such form and will contain such terms and conditions as the Board deems
appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock underlying
a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating
to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined
by the Board. The terms and conditions of Restricted Stock Grant Agreements may change from time to time, and the terms and conditions
of separate Restricted Stock Grant Agreements need not be identical. Each Restricted Stock Grant Agreement will conform to (through incorporation
of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


 


(i) Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past
services to the Company or a Subsidiary, or (C) any other form of legal consideration that may be acceptable to the Board, in its sole
discretion, and permissible under applicable law.


 


(ii) Vesting.
Shares of Common Stock issued under the Restricted Stock Grant Agreement may be subject to forfeiture to the Company in accordance with
a vesting schedule to be determined by the Board.


 


(iii) Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through
a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant as of the date of termination
of Continuous Service under the terms of the Restricted Stock Grant Agreement.


 


(iv) Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Grant Agreement will be transferable by the Participant only upon
such terms and conditions as are set forth in the Restricted Stock Grant Agreement, as the Board will determine in its sole discretion,
so long as Common Stock awarded under the Restricted Stock Grant Agreement remains subject to the terms of the Restricted Stock Agreement.


 


(v) Dividends.
A Restricted Stock Grant Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture
restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 






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(b) Restricted
Stock Unit Awards. Each Restricted Stock Unit Grant Agreement will be in such form and will contain such terms and conditions as the
Board deems appropriate. The terms and conditions of Restricted Stock Unit Grant Agreements may change from time to time, and the terms
and conditions of separate Restricted Stock Unit Grant Agreements need not be identical. Each Restricted Stock Unit Grant Agreement will
conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following
provisions:


 


(i) Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant
for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable
to the Board, in its sole discretion, and permissible under applicable law.


 


(ii) Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the
Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii) Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof
or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Grant Agreement.


 


(iv) Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions
or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award
to a time after the vesting of such Restricted Stock Unit Award.


 


(v) Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as
determined by the Board and contained in the Restricted Stock Unit Grant Agreement. At the sole discretion of the Board, such dividend
equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined
by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be
subject to all of the same terms and conditions of the underlying Restricted Stock Unit Grant Agreement to which they relate.


 


(vi) Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Grant Agreement, such
portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous
Service.


 


(vii) Compliance
with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award granted
under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted
Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the
Board and contained in the Restricted Stock Unit Grant Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions
may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted
Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule.


 


(c) Other Stock Awards.
Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation
in value thereof (e.g., options or stock rights with an exercise price or strike price less than one hundred percent (100%) of the Fair
Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under
Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete
authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares
of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions
of such Other Stock Awards.


 






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		7.	COVENANTS OF THE COMPANY.



 


(a) Availability
of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding
Stock Awards.


 


(b) Securities
Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any
Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is
unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common
Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant
of a Stock Award or the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or issuance would be in
violation of any applicable securities law.


 


(c) No
Obligation to Notify, Minimize or Guarantee Taxes. The Company will have no duty or obligation to any Participant to advise such holder
as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised.
The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award. Notwithstanding
anything else contained in the Plan, neither the Company, the Board nor the Committee makes any commitment or guarantee that any federal,
state or local tax treatment will apply or be available with respect to any Stock Award and assumes no liability whatsoever for the tax
consequences to the holder of such Stock Award, whether under Section 83, 409A or any other tax provisions of the Code.


 


		8.	MISCELLANEOUS.



 


(a) Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute
general funds of the Company.


 


(b) Corporate
Action Constituting Grant of Stock Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant
will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant. In the event
that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain
terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Grant Agreement as a result
of a clerical error in the papering of the Grant Agreement, the corporate records will control and the Participant will have no legally
binding right to the incorrect term in the Grant Agreement.


 


(c) Stockholder
Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance
of shares of Common Stock under, the Stock Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to the Stock
Award has been entered into the books and records of the Company.


 






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(d) No
Employment or Other Service Rights. Nothing in the Plan, any Grant Agreement or any other instrument executed thereunder or in connection
with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue to be employed by or provide services
to the Company or a Subsidiary in the capacity in effect at the time the Stock Award was granted or will affect the right of the Company
or the Subsidiary to terminate (i) the employment of an Employee with or without notice and with or without Cause, (ii) the service of
a Consultant pursuant to the terms of such Consultant’s agreement with the Company or Subsidiary, or (iii) the service of a Director
pursuant to the bylaws of the Company, and any applicable provisions of the corporate law of the state in which the Company or the Subsidiary
is incorporated, as the case may be.


 


(e) Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the Participant’s employment by,
or the performance of the Participant’s services for, the Company and any Subsidiary is reduced (for example, and without limitation,
if the Participant is an Employee of a Subsidiary of the Company and the Employee has a change in status from a full-time Employee to
a part-time Employee) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion to
(i) make a corresponding reduction in the number of shares subject to any portion of such Stock Award that is scheduled to vest or become
payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting
or payment schedule applicable to such Stock Award. In the event of any such reduction, the Participant will have no right with respect
to any portion of the Stock Award that is so reduced or extended.


 


(f) Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans
of the Company and any Affiliates) exceeds one hundred thousand dollars ($100,000) (or such other limit established in the Code) or otherwise
does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to
the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).


 


(g) Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i)
to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that the Participant is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to
the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own
account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and
any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or
acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under
the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel
to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 






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(h) Withholding
Obligations. Unless prohibited by the terms of a Grant Agreement, the Company may, in its sole discretion, satisfy any federal, state
or local tax withholding obligation relating to a Stock Award to a Participant who is an Employee by any of the following means or by
a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares
of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no
shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount
as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash
from a Stock Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other
method as may be set forth in the Grant Agreement.


 


(i) Electronic
Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically
or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).


 


(j) Compliance
with Section 409A of the Code. The Company shall make a good faith effort to ensure that all Stock Awards, to the extent subject to
Section 409A of the Code, incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of
the Code. To the extent applicable, the Plan and Grant Agreements shall be interpreted in accordance with Section 409A of the Code.


 


(k) Compliance
with Exemption Provided by Rule 12h-1(f). If at the end of the Company’s most recently completed fiscal year: (i) the aggregate
of the number of persons who hold outstanding compensatory employee stock options to purchase shares of Common Stock granted pursuant
to the Plan or otherwise (such persons, “Holders of Options”) equals or exceeds five hundred (500), and (ii) the Company’s
assets exceed $10 million, then the following restrictions will apply during any period during which the Company does not have a class
of its securities registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange
Act, to the extent required by the Exchange Act or other applicable laws: (A) the Options and, prior to exercise, the shares of Common
Stock to be issued on exercise of the Options may not be transferred until the Company is no longer relying on the exemption provided
by SEC Rule 12h-1(f) promulgated under the Exchange Act (“Rule 12h-1(f)”), except: (1) as permitted by Rule 701(c)
promulgated under the Securities Act, (2) to a guardian upon the disability of the Holder of Options, or (3) to an executor upon the death
of the Holder of Options (collectively, the “Permitted Transferees”); provided, however, the following transfers
are permitted: (i) transfers by Holders of Options to the Company, and (ii) transfers in connection with a change of control or other
acquisition involving the Company, if following such transaction, the Options no longer remain outstanding and the Company is no longer
relying on the exemption provided by Rule 12h-1(f); provided further, that any Permitted Transferees may not further transfer the Options;
(B) except as otherwise provided in (A) above, the Options and shares of Common Stock issuable on exercise of the Options are restricted
as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” as defined
by SEC Rule 16a-1(h) promulgated under the Exchange Act, or any “call equivalent position” as defined by SEC Rule 16a-1(b)
promulgated under the Exchange Act by Holders of Options prior to exercise of an Option until the Company is no longer relying on the
exemption provided by Rule 12h-1(f); and (C) at any time that the Company is relying on the exemption provided by Rule 12h-1(f), the Company
will deliver to Holders of Options (whether by physical or electronic delivery or written notice of the availability of the information
on an internet site) the information required by SEC Rule 701(e)(3), (4), and (5) promulgated under the Securities Act every six (6) months,
including financial statements that are not more than one hundred eighty (180) days old; provided, however, that the Company may condition
the delivery of such information upon the Holder of Options’ agreement to maintain its confidentiality.


 






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(l) Repurchase
Limitation. At the discretion of the Board, any shares of Common Stock issued to a Participant pursuant to this Plan may be subject
to a call option or other repurchase right, as specified in the terms of the Stockholders Agreement or the Participant’s Grant Agreement.
However, the Company will not exercise any such repurchase right until at least six (6) months (or such longer or shorter period of time
necessary to avoid classification of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery
of shares of Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board.


 


		9.	ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.



 


(a) Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es)
and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that
may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the class(es) and number of securities
and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be
final, binding and conclusive.


 


(b) Dissolution
or Liquidation. Except as otherwise provided in the Grant Agreement for a Stock Award, in the event of a dissolution or liquidation
of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not
subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such
dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture
condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous
Service; provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested,
exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated)
before the dissolution or liquidation is completed but contingent on its completion.


 


(c) Corporate
Transactions. The following provisions will apply to Stock Awards in the event of a Transaction unless otherwise provided in the Grant
Agreement or any other written agreement between the Participant and the Company or any Subsidiary which may employ the Participant or
unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding
any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent upon
the closing or completion of the Transaction:


 


(i) arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or
continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire
the same consideration paid to the stockholders of the Company pursuant to the Transaction);


 


(ii) arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock
Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);


 


(iii) accelerate
the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date
prior to the effective time of such Transaction as the Board determines (or, if the Board does not determine such a date, to the date
that is five (5) days prior to the effective date of the Transaction), with such Stock Award terminating if not exercised (if applicable)
at or prior to the effective time of the 
Transaction; provided, however, that the Board may require Participants to complete and deliver to the Company a notice of exercise before
the effective date of a Transaction, which exercise is contingent upon the effectiveness of such Transaction;


 


(iv) arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 


(v) cancel
or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Transaction,
in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and


 






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(vi) make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Stock Award immediately prior to the effective time of the Transaction, over (B) any exercise
price payable by such holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value of the property
is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration
to the holders of the Company’s Common Stock in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks
or any other contingencies.


 


The Board need not take the same action or actions
with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect
to the vested and unvested portions of a Stock Award.


 


(d) Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control
as may be provided in the Grant Agreement for such Stock Award or as may be provided in any other written agreement between the Participant
and the Company or any Subsidiary which may employ the Participant, but in the absence of such provision, no such acceleration will occur.


 


		10.	PLAN TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN.



 


(a) Plan
Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan will automatically
terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the
date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended
or after it is terminated.


 


(b) No
Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Stock Award granted while
the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan.


 


		11.	EFFECTIVE DATE OF PLAN.



 


This Plan will become effective
on the Effective Date.


 


		12.	CHOICE OF
LAW.



 


The laws of the State of Delaware
will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s
conflict of laws rules.


 


		13.	DEFINITIONS.



 


As used in the Plan, the following
definitions will apply to the capitalized terms indicated below:


 


(a) “Affiliate”
means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such terms
are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “majority-owned
subsidiary” status is determined within the foregoing definition.


 


(b) “Board”
means the Board of Directors of the Company.


 






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(c) “Capitalization
Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the
Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,
stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any
similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards
Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the
Company will not be treated as a Capitalization Adjustment.


 


(d) “Cause”
will have the meaning ascribed to such term in any written agreement between the Participant and the Company or the Subsidiary employing
the Participant defining such term. In the absence of such agreement, such term means, with respect to a Participant, the occurrence of
any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude
under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in,
a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement
between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or
disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination
that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in
its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause
for the purposes of outstanding Stock Awards held by such Participant will have no effect upon any determination of the rights or obligations
of the Company or such Participant for any other purpose.


 


(e) “Change
in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of
the following events:


 


(i) any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar
transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities
of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions
the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (C) solely because the
level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the
outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number
of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition
of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities
that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities
Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;


 






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(ii) there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,
directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each
case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to
such transaction;


 


(iii) the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation; or


 


(iv) there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company
and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition.


 


Notwithstanding the foregoing definition or any
other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively
for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual
written agreement between the Participant and the Company or any Subsidiary which may employ the Participant will supersede the foregoing
definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any
analogous term is set forth in such an individual written agreement, the foregoing definition will apply.


 


(f) “Code”
means the Internal Revenue Code of 1986, as amended.


 


(g) “Committee”
means a committee of one (1) or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


(h) “Common
Stock” means the common stock of the Company.


 


(i) “Company”
means Blue Water Vaccines Inc., a Delaware corporation.


 


(j) “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or a Subsidiary to render consulting or advisory services and
is compensated for such services, or (ii) serving as a member of the board of directors of a Subsidiary or other Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered
a “Consultant” for purposes of the Plan.


 






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(k) “Continuous
Service” means that the Participant’s service with the Company or a Subsidiary, whether as an Employee, Director or
Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or a Subsidiary
as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s service with the Company or the Subsidiary, will not terminate a Participant’s
Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as a Subsidiary,
as determined by the Board in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on
the date such Entity ceases to qualify as a Subsidiary. For example, a change in status from an Employee of the Company to a Consultant
of a Subsidiary or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board
or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be
considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave,
military leave or any other personal leave, or (ii) transfers between the Company, a Subsidiary, or their successors. Notwithstanding
the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as
may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable
to the Participant, or as otherwise required by law.


 


(l) “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more
of the following events:


 


(i) a
sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of
the Company and its Subsidiaries;


 


(ii) a
sale or other disposition of at least ninety percent (90%) of the outstanding securities of the Company;


 


(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv) a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation
or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(m) “Director”
means a member of the Board.


 


(n) “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to
last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and
will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 






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(o) “Effective
Date” means the effective date of this Plan, which is the earlier of (i) the date that this Plan is first approved by the
Company’s stockholders, and (ii) the date this Plan is adopted by the Board.


 


(p) “Employee”
means any person employed by the Company or a Subsidiary of the Company. However, service solely as a Director, or payment of a fee for
such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(q) “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(r) “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(s) “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the
Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any
employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering
of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d)
or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing
more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.


 


(t) “Fair
Market Value” means, as of any date, the value of the Common Stock determined by the Board in good faith with Section 409A
of the Code or, in the case of an Incentive Stock Option, in good faith compliance with Section 422 of the Code.


 


(u) “Grant
Agreement” means an Option Grant Agreement, Restricted Stock Grant Agreement, Restricted Stock Unit Grant Agreement or other
Stock Grant Agreement.


 


(v) “Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is
intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


(w) “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option.


 


(x) “Officer”
means any person designated by the Company as an officer.


 


(y) “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


(z) “Option
Grant Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of
an Option grant. Each Option Grant Agreement will be subject to the terms and conditions of the Plan.


 






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(aa) “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.


 


(bb) “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the
terms and conditions of Section 6(c).


 


(cc) “Other
Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the
terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the
Plan.


 


(dd) “Own,”
“Owned,” “Owner,” “Ownership” A person or Entity will be
deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”
of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(ee) “Participant”
means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock
Award.


 


(ff) “Plan”
means this Blue Water Vaccines Inc. 2019 Equity Incentive Plan, as it may be amended from time to time.


 


(gg) “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).


 


(hh) “Restricted
Stock Grant Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Grant Agreement will be subject to the terms and conditions
of the Plan.


 


(ii) “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions
of Section 6(b).


 


(jj) “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award
evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Grant Agreement will be subject
to the terms and conditions of the Plan.


 


(kk) “SEC Rule
405” means Rule 405 promulgated under the Securities Act.


 


(ll) “SEC Rule
701” means Rule 701 promulgated under the Securities Act.


 


(mm) “Securities
Act” means the Securities Act of 1933, as amended.


 


(nn) “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is
granted pursuant to the terms and conditions of Section 5.


 


(oo) “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing
the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Grant Agreement will be subject to the terms
and conditions of the Plan.


 






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(pp) “Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award.


 


(qq) “Stockholder
Agreements” means, collectively, (i) the Right of First Refusal and Co-Sale Agreement dated on or around [_________], 2019
by and among the Company and certain stockholders of the Company listed therein and (ii) the Voting Agreement, dated on or around [________],
2019, by and among the Company and certain stockholders of the Company listed therein, as each may be amended or restated from time to
time.


 


(rr) “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having
ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of
any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is
at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which
the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more
than fifty percent (50%) .


 


(ss) “Ten Percent
Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.


 


(tt) “Transaction”
means a Corporate Transaction or a Change in Control.


 


* * * * *


 


 


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