EX-10.2





 Exhibit 10.2 

CLAROS MORTGAGE TRUST, INC. 

2016 INCENTIVE AWARD PLAN 

ARTICLE 1. 
 PURPOSE

 The purpose of the Claros Mortgage Trust, Inc. 2016 Incentive Award Plan (the “Plan”) is to promote the success and
enhance the value of Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”) by linking the individual interests of Employees, Consultants and Directors to those of the Company’s stockholders and by providing such
individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan is further intended to provide flexibility to the Company and its Affiliates in their ability to motivate, attract,
and retain the services of those individuals upon whose judgment, interest, and special effort the successful conduct of the Company’s operations is largely dependent. 

ARTICLE 2. 
 DEFINITIONS
AND CONSTRUCTION 
 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context
clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 
 2.1
“Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 11 hereof. With reference to the duties of the Administrator under the Plan which have been delegated to one or more
persons pursuant to Section 11.6 hereof, or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption
of such duties. Notwithstanding anything to the contrary in this Plan, prior to the IPO Date, the functions of the Administrator shall be performed solely by the Special Actions Committee (as defined in the Organizational Documents). 

2.2 “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by,
or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act. 

2.3 “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International
Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time. 

2.4 “Applicable Law” shall mean any applicable law, including without limitation, (a) provisions of the Code, the
Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities
exchange or automated quotation system on which the Shares are listed, quoted or traded. 

  
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 2.5 “Award” shall mean an Option, a Restricted Stock award, a Performance
Bonus Award, a Dividend Equivalent award, a Stock Payment award, a Restricted Stock Unit award, a Performance Share award, an Other Incentive Award or a Stock Appreciation Right, which may be awarded or granted under the Plan. 

2.6 “Award Agreement” shall mean any written notice, agreement, contract or other instrument or document evidencing an Award,
including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan. 

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

2.8 “Change in Control” shall mean the occurrence of any of the following events: 

(a) A transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed
with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any Parent or any
Subsidiary, an employee benefit plan maintained by any of the foregoing entities or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or
indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of
the Company’s securities outstanding immediately after such acquisition; 
 (b) During any period of two (2) consecutive years,
individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in
Section 2.8(a) or Section 2.8(c) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; 

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions
or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction: 
 (i) Which results in the
Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor
Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and 

  
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 (ii) After which no person or group beneficially owns voting securities representing fifty
percent (50%) or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.8(c)(ii) as beneficially owning fifty percent (50%) or
more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or 

(d) Approval by the Company’s stockholders of a liquidation or dissolution of the Company. 

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that
provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (i),
(ii), (iii) or (iv) above with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event”
(within the meaning of Section 409A of the Code). Consistent with the terms of this Section 2.8, the Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto. 
 2.9
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award. 

2.10 “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board
described in Article 11 hereof. Notwithstanding anything to the contrary in this Plan, prior to the IPO Date, the functions of the Committee shall be performed solely by the Special Actions Committee. 

2.11 “Common Stock” shall mean the common stock of the Company, par value $0.01 per share. 

2.12 “Company” shall mean Claros Mortgage Trust, Inc., a Maryland corporation. 

2.13 “Consultant” shall mean any consultant or advisor of the Company or any Parent, Subsidiary or Affiliate of the Company.

 2.14 “Covered Employee” shall mean any Employee who is, or could become, a “covered employee” within the
meaning of Section 162(m) of the Code. 
 2.15 “Director” shall mean a member of the board of directors (or similar
governing body) of the Company, the Manager or any Parent, Subsidiary or Affiliate of the Company or the Manager. 

  
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 2.16 “Dividend Equivalent” shall mean a right to receive the equivalent
value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2 hereof. 
 2.17 “DRO” shall mean a
“domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder. 

2.18 “Effective Date” shall mean the date on which this Plan is duly adopted by the Board. 

2.19 “Eligible Person” shall mean any Employee, Consultant or Non-Employee Director,
as determined by the Administrator. In addition, the Manager shall constitute an Eligible Person for purposes of Awards granted to the Manager, which may in turn issue Awards to Employees or Non-Employee
Directors of the Manager or any Parent, Subsidiary or Affiliate of the Manager. 
 2.20 “Employee” shall mean any officer
or other employee (within the meaning of Section 3401(c) of the Code) of the Company, the Manager or any Parent, Subsidiary or Affiliate of the Company or the Manager. 

2.21 “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock
dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share
price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding stock-based Awards. 

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

2.23 “Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows: 

(a) If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global
Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Share as quoted on such
exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding date for which such quotation exists, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; 
 (b) If the Common Stock is not listed on an established securities
exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are
no high bid and low asked prices for a Share on such date, the high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the
Administrator deems reliable; or 

  
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 (c) If the Common Stock is neither listed on an established securities exchange, national
market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith. 

2.24 “Greater Than 10% Stockholder” shall mean an individual then-owning (within the meaning of Section 424(d) of the
Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any “parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of the Code,
respectively). 
 2.25 “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock
option and conforms to the applicable provisions of Section 422 of the Code. 
 2.26 “Individual Award Limit” shall
mean the cash and share limits applicable to Awards granted under the Plan, as set forth in Section 3.3 hereof. 
 2.27 “IPO
Date” means the date on which the Company’s registration statement relating to its initial public offering becomes effective. 

2.28 “Management Agreement” shall mean that certain Management Agreement, dated August 25, 2015, by and between the
Company and the Manager. 
 2.29 “Manager” shall mean Claros REIT Management LP. 

2.30 “Non-Employee Director” shall mean a Director who is not an Employee of the
Company, the Manager, or any Parent, Subsidiary or Affiliate of the Company or the Manager, as applicable. 
 2.31 “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422
of the Code. 
 2.32 “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6
hereof. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee
Directors and Consultants shall only be Non-Qualified Stock Options. 
 2.33 “Organizational
Documents” shall mean, collectively, (a) the Company’s articles of incorporation, certificate of incorporation, bylaws or other similar organizational documents relating to the creation and governance of the Company, and
(b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee. 

2.34 “Other Incentive Award” shall mean an Award denominated in, linked to or derived from Shares or value metrics related to
Shares, granted pursuant to Section 9.6 hereof. 

  
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 2.35 “Parent,” with respect to an entity (the “Subject
Entity”), shall mean any other entity, whether domestic or foreign, in an unbroken chain of entities ending with the Subject Entity if each of the entities other than the Subject Entity beneficially owns, at the time of the determination,
securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain. 

2.36 “Participant” shall mean a person or entity who has been granted an Award pursuant to the Plan. 

2.37 “Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based
compensation” as described in Section 162(m)(4)(C) of the Code.” 
 2.38 “Performance Bonus Award” shall
mean an Award that is granted under Section 9.1 hereof. 
 2.39 “Performance Criteria” shall mean the criteria (and
adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows: 

(a) The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings or adjusted
net earnings (in each case, either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization, and (E) non-cash equity-based compensation expense);
(ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not
limited to, operating cash flow, free cash flow and cash flow return on capital); (vii) return on assets; (viii) return on net assets; (ix) return on capital or return on invested capital; (x) return on stockholders’ equity;
(xi) stockholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations; (xvi) adjusted funds from
operations; (xvii) core funds from operations; (xviii) cash available for distribution; (xix) productivity; (xx) expenses; (xxi) margins; (xxii) working capital; (xxiii) earnings or loss per share; (xxiv) adjusted
earnings or loss per share; (xxv) price per Share or dividends per share (or appreciation in and/or maintenance of such price or dividends); (xxvi) revenue per available room (RevPAR); (xxvii) implementation or completion of critical projects;
(xxviii) market share; (xxix) debt levels or reduction; (xxx) comparisons with other stock market indices; (xxxi) financing and other capital raising transactions; (xxxii) acquisition activity; (xxxiii) economic
value-added; (xxxiv) customer satisfaction, (xxxv) earnings as a multiple of interest expense; and (xxxvi) total capital invested in assets, any of which may be measured either in absolute terms for the Company or any operating unit
of the Company or as compared to any incremental increase or decrease, or on a relative basis, or as compared to results of a peer group or to market performance indicators or indices. 

(b) The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more
of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items 

  
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related to a change in Applicable Accounting Standards; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to
the sale or disposition of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock
dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or
extraordinary corporate transactions, events or developments; (xii) items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core,
on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items
relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to
any other unusual or nonrecurring events or changes in Applicable Law, Applicable Accounting Standards or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time
prescribed by, and otherwise in compliance with, Section 162(m) of the Code. 
 2.40 “Performance Goals” shall mean,
for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. The achievement of each Performance Goal shall be determined in accordance with
Applicable Accounting Standards. 
 2.41 “Performance Period” shall mean one or more periods of time, which may be of
varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, vesting of, and/or the payment of, an
Award. 
 2.42 “Performance Share” shall mean a contractual right awarded under Section 9.5 hereof to receive a number
of Shares or the Fair Market Value of such number of Shares in cash based on the attainment of specified Performance Goals or other criteria determined by the Administrator. 

2.43 “Permitted Transferee” shall mean, with respect to a Participant, any “family member” of the Participant, as
defined under the General Instructions to Form S-8 Registration Statement under the Securities Act or any successor Form thereto, or any other transferee specifically approved by the Administrator, after
taking into account Applicable Law. 
 2.44 “Person” shall mean an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. 

2.45 “Plan” shall mean this Claros Mortgage Trust, Inc. 2016 Incentive Award Plan, as it may be amended from time to time.


  
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 2.46 “Program” shall mean any program adopted by the Administrator pursuant
to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan. 

2.47 “REIT” shall mean a real estate investment trust within the meaning of Sections 856 through 860 of the Code. 

2.48 “Restricted Stock” shall mean an award of Shares made under Article 8 hereof that is subject to certain restrictions and
may be subject to risk of forfeiture. 
 2.49 “Restricted Stock Unit” shall mean a contractual right awarded under
Section 9.4 hereof to receive in the future a Share or the Fair Market Value of a Share in cash. 
 2.50 “Securities
Act” shall mean the Securities Act of 1933, as amended. 
 2.51 “Share Limit” shall have the meaning provided in
Section 3.1(a) hereof. 
 2.52 “Shares” shall mean shares of Common Stock. 

2.53 “Stock Appreciation Right” shall mean an Award entitling the Participant (or other person entitled to exercise pursuant
to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per
share of such Award from the Fair Market Value on the date of exercise of such Award by the number of Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose. 

2.54 “Stock Payment” shall mean a payment in the form of Shares awarded under Section 9.3 hereof. 

2.55 “Subsidiary,” with respect to an entity (the “Subject Entity”), shall mean (a) a corporation,
association or other business entity of which fifty percent (50%) or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Subject Entity and/or by one or more Subsidiaries, (b) any
partnership or limited liability company of which fifty percent (50%) or more of the equity interests are owned, directly or indirectly, by the Subject Entity and/or by one or more Subsidiaries, and (c) any other entity not described in clauses
(a) or (b) above of which fifty percent (50%) or more of the ownership and the power (whether voting interests or otherwise), pursuant to a written contract or agreement, to direct the policies and management or the financial and the other
affairs thereof, are owned or controlled by the Subject Entity and/or by one or more Subsidiaries. 
 2.56 “Substitute
Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, an
outstanding equity award previously granted by a company or other entity that is a party to such transaction; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in
connection with the cancellation and repricing of an Option or Stock Appreciation Right. 

  
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 2.57 “Termination of Service” shall mean, unless otherwise determined by
the Administrator: 
 (a) As to a Consultant, the time when the engagement of a Participant as a Consultant is terminated for any reason,
with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment and/or service as an Employee and/or Director
with the Company, the Manager or any Parent, Subsidiary or Affiliate of the Company or the Manager, as applicable. 
 (b) As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by
resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment and/or service as an Employee and/or Consultant with the Company, the Manager or any Parent,
Subsidiary or Affiliate of the Company or the Manager, as applicable. 
 (c) As to an Employee, the time when the employment relationship
between a Participant and the Company the Manager, or any Parent, Subsidiary or Affiliate of the Company or the Manager, as applicable, is terminated for any reason, including, without limitation, a termination by resignation, discharge, death,
disability or retirement, but excluding terminations where the Participant simultaneously commences or remains in service as an Employee, Consultant, and/or Director with the Company, the Manager or any Parent, Subsidiary or Affiliate of the Company
or the Manager, as applicable. 
 (d) As to the Manager, the time when the engagement of the Manager by the Company is terminated for any
reason. 
 The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of
Service, including, without limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause and whether any particular leave of absence constitutes a Termination of Service;
provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence,
change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change
interrupts employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Affiliate
employing or contracting with such Participant ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off). 

  
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 ARTICLE 3. 

SHARES SUBJECT TO THE PLAN 

3.1 Number of Shares. 

(a) Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to
Awards under the Plan (the “Share Limit”) will equal the sum of (i) 7.5% of the total number of Shares issued and outstanding as of August 25, 2015, calculated on a fully diluted basis (including Shares issuable upon the
exercise or payment of stock options, warrants and other equity securities with respect to which shares have not actually been issued, and the conversion of all convertible securities into Shares) and (ii) the number obtained by multiplying
7.5% by the total number of Shares sold by the Company in any private offering of Shares that occurs prior to the IPO Date. In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number
of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 1,000,000. 
 (b) If any Shares subject to
an Award are forfeited or expire or such Award is settled for cash (in whole or in part), the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under
the Plan and shall be added back to the Share Limit in the same number of Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 12.2 hereof). Notwithstanding anything to
the contrary contained herein, the following Shares shall not be added back to the Share Limit and will not be available for future grants of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise
price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares subject to a Stock Appreciation Right that are not issued in connection
with the stock settlement of the Stock Appreciation Right on exercise thereof; and (iv) Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 8.4 hereof
at the same price paid by the Participant so that such Shares are returned to the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the
Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive
stock option under Section 422 of the Code. 
 (c) Substitute Awards shall not reduce the Shares authorized for grant under the Plan,
except to the extent required by reason of Section 422 of the Code. Additionally, in the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such
pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that, in the event that the Common


  
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Stock is then listed on a national securities exchange, such shares may only be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan to the extent
that grants of Awards using such available shares are (i) permitted without stockholder approval under the rules of the principal securities exchange on which the Common Stock is then listed and (ii) made only to individuals who were not
employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination. 
 3.2 Stock
Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock or Common Stock purchased on the open market. 

3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to
Section 12.2 hereof, (a) the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during any calendar year shall be 1,000,000 Shares and (b) the maximum aggregate amount of cash
that may be paid in cash during any calendar year with respect to one or more Awards payable in cash shall be $10,000,000 (together, the “Individual Award Limits”); provided, however, that the foregoing limitations shall not
apply until the earliest of the following events to occur after the IPO Date: (i) the first material modification of the Plan (including any increase in the Share Limit); (ii) the issuance of all of the Shares reserved for issuance under the
Plan; (iii) the expiration of the Plan; (iv) the first meeting of stockholders at which members of the Board are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first
registration of an equity security of the Company under Section 12 of the Exchange Act; or (v) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. 

ARTICLE 4. 
 GRANTING OF
AWARDS 
 4.1 Participation. The Administrator may, from time to time, select from among all Eligible Persons, those to whom one
or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Person or other Person shall have any right to be granted an Award pursuant to
the Plan. 
 4.2 Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to
such Award, consistent with the requirements of the Plan and any applicable Program. Award Agreements evidencing Awards intended to qualify as Performance-Based Compensation shall contain such terms and conditions as may be necessary to meet the
applicable provisions of Section 162(m) of the Code. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. 

  
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 4.3 Limitations Applicable to Section 16 Persons. Notwithstanding
anything contained herein to the contrary, with respect to any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be
subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are
requirements for the application of such exemptive rule, and such additional limitations shall be deemed to be incorporated by reference into such Award to the extent permitted by Applicable Law. 

4.4 At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall
confer upon any Participant any right to continue as an Employee, Director, Consultant or other service provider of the Company, the Manager or any of their respective Affiliates, or shall interfere with or restrict in any way the rights of the
Company, the Manager or any Affiliate thereof, which rights are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other
terms and conditions of any Participant’s employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Participant and the Company, the Manager or such Affiliate. 

4.5 Foreign Participants. Notwithstanding any provision of the Plan or an applicable Program to the contrary, in order to comply with
the laws in other countries in which the Company, the Manager or any of their respective Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements
of any foreign securities exchange or Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Persons
outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Persons outside the United States to comply with applicable foreign laws or listing requirements of any such
foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or
modifications shall increase the Share Limit or Individual Award Limits contained in Sections 3.1 and 3.3 hereof, respectively; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with
any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. 
 4.6
Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in
addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards. 

ARTICLE 5. 
 PROVISIONS
APPLICABLE TO AWARDS INTENDED TO QUALIFY AS 
 PERFORMANCE-BASED COMPENSATION 

5.1 Purpose. The Administrator, in its sole discretion, may determine whether any Award is intended to qualify as Performance-Based
Compensation. If the Administrator, in its sole discretion, decides to grant an Award that is intended to qualify as Performance-Based Compensation, then the provisions of this Article 5 shall control over any contrary provision


  
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contained in the Plan or any applicable Program. The Administrator may in its sole discretion grant Awards to Eligible Persons that are based on Performance Criteria or Performance Goals but that
do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an Award
intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards. 

5.2 Procedures with Respect to Performance-Based Compensation. To the extent necessary to comply with the requirements of
Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as Performance-Based Compensation, no later than ninety (90) days following the commencement of any Performance Period or any designated fiscal period
or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Administrator shall, in writing, (a) designate one or more Eligible Persons; (b) select the Performance Criteria applicable to the
Performance Period; (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria; and (d) specify the relationship between Performance
Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Administrator shall certify in writing
whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, unless otherwise provided in an Award Agreement, the Administrator shall have the
right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant, including the assessment of individual or corporate performance for
the Performance Period. 
 5.3 Payment of Performance-Based Compensation. Unless otherwise provided in the applicable Program or
Award Agreement (and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code), the holder of an Award that is intended to qualify as Performance-Based Compensation must be employed by the Company or an Affiliate throughout
the applicable Performance Period. Unless otherwise provided in the applicable Program or Award Agreement, a Participant shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance
Goals for such Performance Period are achieved. 
 5.4 Additional Limitations. Notwithstanding any other provision of the Plan and
except as otherwise determined by the Administrator, any Award which is granted to an Eligible Person and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations imposed by Section 162(m) of the
Code that are requirements for qualification as Performance-Based Compensation, and the Plan, the Program and the Award Agreement shall be deemed amended to the extent necessary to conform to such requirements. 

  
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 ARTICLE 6. 

GRANTING OF OPTIONS AND STOCK APPRECIATION RIGHTS 

6.1 Granting of Options and Stock Appreciation Rights to Eligible Persons. The Administrator is authorized to grant Options and Stock
Appreciation Rights to Eligible Persons from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan. Notwithstanding anything to the contrary contained herein, to the
extent that an Option or Stock Appreciation Right that is granted to Employees or Directors of the Manager or its Affiliates Manager employees/directors does not cover “service recipient stock” (within the meaning of Code
Section 409A) and is not otherwise exempt with Section 409A of the Code, the terms of such Award shall comply with Section 409A of the Code. 

6.2 Qualification of Incentive Stock Options. Incentive Stock Options may only be granted under the Plan to the extent that the
requirements of Section 422 of the Code are complied with, including the shareholder approval requirements under Treasury Regulation Section 1.422-2(b)(2). No Incentive Stock Option shall be granted
to any person who is not an Employee of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Sections 424(e) and 424(f) of the Code, respectively). No person who qualifies as a Greater
Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the
Administrator, with the consent of the Participant, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to
which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all
other plans of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Section 424(e) and 424(f) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the
Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other
“incentive stock options” into account in the order in which they were granted and the fair market value of stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise
fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall be consistent with the provisions of Section 422
of the Code. 
 6.3 Option and Stock Appreciation Right Exercise Price. The exercise price per Share subject to each Option and Stock
Appreciation Right shall be set by the Administrator, but shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option or Stock Appreciation Right, as applicable, is granted (or, as to Incentive Stock
Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than one
hundred ten percent (110%) of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of
an Option or Stock Appreciation Right that is a Substitute Award, the exercise price per share 

  
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of the Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of
any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 and 409A of the Code. 
 6.4
Option and SAR Term. The term of each Option and the term of each Stock Appreciation Right shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years
from the date the Option or Stock Appreciation Rights, as applicable, is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period,
including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Options or Stock Appreciation Rights, which time period may not extend beyond the stated term of the Option or Stock
Appreciation Right. Except as limited by the requirements of Section 409A or Section 422 of the Code, subject to the limitations set forth in the first sentence of this Section 6.4, the Administrator may extend the term of any
outstanding Option or Stock Appreciation Right, and may extend the time period during which vested Options or Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Participant or otherwise, and may amend
any other term or condition of such Option or Stock Appreciation Right relating to such a Termination of Service or otherwise. 
 6.5
Option and SAR Vesting. 
 (a) The terms and conditions pursuant to which an Option or Stock Appreciation Right vests in the
Participant and becomes exercisable shall be determined by the Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company, the Manager or any or any Parent, Subsidiary or Affiliate of the
Company or the Manager (as applicable), any of the Performance Criteria or any other criteria selected by the Administrator. At any time after the grant of an Option or Stock Appreciation Right, the Administrator may, in its sole discretion and
subject to whatever terms and conditions it selects, accelerate the vesting of the Option or Stock Appreciation Right. 
 (b) Unless
otherwise determined by the Administrator in the Award Agreement, the applicable Program or by action of the Administrator following the grant of the Option or Stock Appreciation Right, no portion of an Option or Stock Appreciation Right which is
unexercisable at a Participant’s Termination of Service shall thereafter become exercisable. 
 6.6 Substitution of Stock
Appreciation Rights. The Administrator may, in its sole discretion, substitute an Award of Stock Appreciation Rights for an outstanding Option at any time prior to or upon exercise of such Option; provided, however, that
such Stock Appreciation Rights shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.


  
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 ARTICLE 7. 

EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS 

7.1 Exercise and Payment. An exercisable Option or Stock Appreciation Right may be exercised in whole or in part. However, an Option or
Stock Appreciation Right shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option or Stock Appreciation Right, a partial exercise must be with respect to a minimum number of
Shares. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 7 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both,
as determined by the Administrator. 
 7.2 Manner of Exercise. All or a portion of an exercisable Option or Stock Appreciation Right
shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, the stock plan administrator of the Company or such other person or entity designated by the Administrator, or his or its office, as applicable: 

(a) A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option or Stock
Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option or Stock Appreciation Right or such portion thereof; 

(b) Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with
Applicable Law. The Administrator may, in its sole discretion, also take such additional actions as it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices
to agents and registrars; 
 (c) In the event that the Option or Stock Appreciation Right shall be exercised pursuant to Section 10.3
hereof by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option or Stock Appreciation Right, as determined in the sole discretion of the Administrator; and 

(d) Full payment of the exercise price and applicable withholding taxes for the Shares with respect to which the Option or Stock Appreciation
Right, or portion thereof, is exercised, in a manner permitted by the Administrator in accordance with Sections 10.1 and 10.2 hereof. 
 7.3
Notification Regarding Disposition. The Participant shall give the Company prompt written or electronic notice of any disposition of Shares acquired by exercise of an Incentive Stock Option which occurs within (a) two (2) years after the
date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code) of such Option to such Participant, or (b) one (1) year after the date of transfer of such Shares to such
Participant. 

  
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 ARTICLE 8. 

RESTRICTED STOCK 
 8.1
Award of Restricted Stock. 
 (a) The Administrator is authorized to grant Restricted Stock to Eligible Persons, and shall determine
the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such conditions on the issuance of such
Restricted Stock as it deems appropriate. 
 (b) The Administrator shall establish the purchase price, if any, and form of payment for
Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal
consideration shall be required for each issuance of Restricted Stock to the extent required by Applicable Law. 
 8.2 Rights as
Stockholders. Subject to Section 8.4 hereof, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the
restrictions in the Plan, an applicable Program or in the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided, however, that, in the sole
discretion of the Administrator, any extraordinary distributions with respect to the shares may be subject to the restrictions set forth in Section 8.3 hereof. 

8.3 Restrictions. All shares of Restricted Stock (including any shares received by Participants thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement. By
action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the
terms of any Program or by the applicable Award Agreement. 
 8.4 Repurchase or Forfeiture of Restricted Stock. Except as otherwise
determined by the Administrator, if no purchase price was paid by the Participant for the Restricted Stock, upon a Termination of Service, the Participant’s rights in unvested Restricted Stock then subject to restrictions shall lapse and be
forfeited, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration on the date of such Termination of Service. If a purchase price was paid by the Participant for the Restricted Stock, upon a Termination of
Service the Company shall have the right to repurchase from the Participant the unvested Restricted Stock then-subject to restrictions at a cash price per share equal to the price paid by the Participant for such Restricted Stock or such other
amount as may be specified in an applicable Program or the applicable Award Agreement. The Administrator in its sole discretion may provide that, upon certain events, including without limitation a Change in Control, the Participant’s death,
retirement or disability, any other specified Termination of Service or any other event, the Participant’s rights in unvested Restricted Stock shall not terminate, such Restricted Stock shall vest and cease to be forfeitable and, if applicable,
the Company shall cease to have a right of repurchase. 

  
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 8.5 Certificates/Book Entries for Restricted Stock. Restricted Stock granted pursuant
to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable
to such Restricted Stock, and the Company may, in its sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse. 

ARTICLE 9. 
 PERFORMANCE
BONUS AWARDS; DIVIDEND EQUIVALENTS; STOCK 
 PAYMENTS; RESTRICTED STOCK UNITS; PERFORMANCE SHARES; OTHER 

INCENTIVE AWARDS 
 9.1
Performance Bonus Awards. 
 (a) The Administrator may grant Awards in the form of a cash bonus (a “Performance Bonus
Award”) payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined
by the Administrator. The Administrator shall have the authority to determine whether such Performance Bonus Awards shall be Performance-Based Compensation. Any such bonuses paid to a Participant which are intended to be Performance-Based
Compensation shall be based upon objectively determinable bonus formulas established in accordance with the provisions of Article 5 hereof. 

9.2 Dividend Equivalents. 

(a) Subject to Section 9.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another
Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant (or such other date as may be determined by the
Administrator) and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations
as may be determined by the Administrator. 
 (b) Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to
Options or Stock Appreciation Rights. 
 9.3 Stock Payments. The Administrator is authorized to make one or more Stock Payments to
any Eligible Person. The number or value of Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company, the Manager or
any Parent, Subsidiary or Affiliate of the Company or the Manager (as applicable), determined by the Administrator. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable
to such Eligible Person. 

  
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 9.4 Restricted Stock Units. The Administrator is authorized to grant Restricted Stock
Units to any Eligible Person. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and
nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or any other specific criteria, including service to the Company, the Manager or any Parent,
Subsidiary or Affiliate of the Company or the Manager (as applicable), in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or may permit the Participant to
elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions
and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair
Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit. 
 9.5 Performance Share Awards.
Any Eligible Person selected by the Administrator may be granted one or more Performance Share awards which shall be denominated in a number or range of Shares and the vesting of which may be linked to any one or more Performance Criteria or any
other specific performance criteria (in each case on a specified date or dates or over any period or periods determined by the Administrator) and/or time-vesting or other criteria, as determined by the Administrator. 

9.6 Other Incentive Awards. The Administrator is authorized to grant Other Incentive Awards to any Eligible Person, which Awards
may cover Shares or the right to purchase Shares or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in or based on, Shares, shareholder value or shareholder return,
in each case, on a specified date or dates or over any period or periods determined by the Administrator. Other Incentive Awards may be linked to any one or more Performance Criteria or any other specific performance criteria determined appropriate
by the Administrator. Other Incentive Awards may be paid in cash, Shares, or a combination of cash and Shares, as determined by the Administrator. 

9.7 Other Terms and Conditions. All applicable terms and conditions of each Award described in this Article 9, including without
limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion, provided, however, that the value of the consideration paid by a
Participant for an Award shall not be less than the par value of a Share, unless otherwise permitted by Applicable Law. 
 9.8 Exercise
upon Termination of Service. Awards described in this Article 9 are exercisable or distributable, as applicable, only while the Participant is an Employee, Director or Consultant (or, in the case of Awards granted to the Manager, while the
Manager is providing services to the Company or its Affiliates), as applicable. The Administrator, however, in its sole discretion may provide that such Award may be exercised or distributed subsequent to a Termination of Service as provided under
an applicable Program, Award Agreement, payment deferral election and/or in certain events, including without limitation, a Change in Control, the Participant’s death, retirement or disability or any other specified Termination of Service. 


  
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 ARTICLE 10. 

ADDITIONAL TERMS OF AWARDS 

10.1 Payment. The Administrator shall determine the method or methods by which payments by any Participant with respect to any Awards
granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including Shares issuable pursuant to the exercise, vesting or payment of the Award) held for such minimum period of time as may be
established by the Administrator, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Participant has placed a market sell order with
a broker with respect to Shares then-issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required;
provided, however, that payment of such proceeds is then made to the Company upon settlement of such sale, (d) other form of legal consideration acceptable to the Administrator, or (e) any combination of the foregoing.
The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an “executive
officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment with a
loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act. 
 10.2 Tax
Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes
(including the Participant’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. The Administrator
may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to satisfy such obligations by any payment means described in Section 10.1 hereof, including without limitation, by allowing such Participant to
elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a fair
market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are
applicable to such supplemental taxable income. The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted
cashless Option or Stock Appreciation Right exercise involving the sale of Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation. 

  
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 10.3 Transferability of Awards. 

(a) Except as otherwise provided in Section 10.3(b), (c) or (d) hereof: 

(i) No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed; 

(ii) No Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Participant
or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such
Shares have lapsed, and any attempted disposition of an Award prior to the satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by clause (i) of this provision; and

 (iii) During the lifetime of the Participant, only the Participant may exercise any exercisable portion of an Award granted to him under
the Plan, unless it has been disposed of pursuant to a DRO. After the death of the Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award
Agreement, be exercised by his personal 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. 

(b) Subject to Section 12.8 hereof, Awards granted to the Manager may be transferred by the Manager to an Employee or Director of the
Manager or any of its Affiliates, subject to such terms, conditions and requirements (if any) as may be determined by the Administrator in its sole discretion. Without limiting the generality of the foregoing, unless otherwise determined by the
Administrator, any Award so transferred shall be subject to the terms and conditions set forth in Section 10.3(c) below. 
 (c)
Notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such Participant to transfer an Award other than an Incentive Stock Option (unless such
Incentive Stock Option is to become a Non-Qualified Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: (i) an Award transferred to a
Permitted Transferee shall not be assignable or transferable by the Permitted Transferee (other than to another Permitted Transferee of the applicable Participant) other than by will or the laws of descent and distribution; (ii) an Award
transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (iii) the Participant (or
transferring Permitted Transferee) and the Permitted Transferee shall execute any and all documents requested by the Administrator, 

  
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including without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under
applicable federal, state and foreign securities laws and (C) evidence the transfer. In addition, and further notwithstanding Section 10.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant to
transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is
held in the trust. 
 (d) Notwithstanding Section 10.3(a) hereof, a Participant may, in the manner determined by the Administrator,
designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights
pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Participant, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Participant is
married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a “community property” state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable, as
his beneficiary with respect to more than fifty percent (50%) of the Participant’s interest in the Award shall not be effective without the prior written or electronic consent of the Participant’s spouse or domestic partner. If no
beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation
may be changed or revoked by a Participant at any time provided the change or revocation is delivered to the Administrator in writing prior to the Participant’s death. 

10.4 Conditions to Issuance of Shares. 

(a) The Administrator shall determine the methods by which Shares shall be delivered or deemed to be delivered to Participants.
Notwithstanding anything herein to the contrary, neither the Company nor its Affiliates shall be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the
Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with Applicable Law, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to
the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such
Applicable Law. 
 (b) All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are
subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any Share certificate or book entry to reference restrictions
applicable to the Shares. 
 (c) The Administrator shall have the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. 

  
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 (d) No fractional Shares shall be issued and the Administrator shall determine, in its sole
discretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding down. 

(e) The Company, in its sole discretion, may (i) retain physical possession of any stock certificate evidencing Shares until any
restrictions thereon shall have lapsed and/or (ii) require that the stock certificates evidencing such Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have
lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to such Shares. 
 (f) Notwithstanding any other
provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company and/or its Affiliates may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any
Award, record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). 

10.5 Forfeiture and Claw-Back Provisions. 

(a) Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have
the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument, that: (i) any proceeds, gains or other economic benefit actually or constructively received by
the Participant upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or
not vested) shall be forfeited, if (x) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, (y) the Participant at any time, or during a specified time
period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (z) the Participant incurs a Termination of Service for
cause; and 
 (b) All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Participant
upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) shall be subject to the applicable provisions of any claw-back policy implemented by the Company, whether implemented prior to or after the
grant of such Award, including without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or
regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement. 

  
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 10.6 Prohibition on Repricing. Subject to Section 12.2 hereof, the Administrator
shall not, without the approval of the stockholders of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (b) cancel any Option or Stock Appreciation Right in
exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 12.2 hereof, the Administrator shall have the authority, without the
approval of the stockholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of
the original Award. 
 10.7 Leave of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall not be
suspended during any unpaid leave of absence. 
 ARTICLE 11. 

ADMINISTRATION 
 11.1
Administrator. Prior to the IPO Date, the Special Actions Committee shall administer the Plan. From and after the IPO Date, the Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the
Plan) shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall consist solely of two or more Non-Employee Directors of the Company appointed by and
holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act, an
“outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each
case, to the extent required under such provision; provided, however, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined
not to have satisfied the requirements for membership set forth in this Section 11.l or otherwise provided in the Organizational Documents. Except as may otherwise be provided in the Organizational Documents, appointment of Committee members
shall be effective upon acceptance of appointment, Committee members may resign at any time by delivering written or electronic notice to the Board, and vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing,
(a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors of the Company and
(b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 11.6 hereof. 
 11.2 Duties
and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Programs and Award
Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement
provided that the rights or obligations of the holder of the Award that is the subject of any such Program or Award Agreement are not materially adversely affected by such amendment, unless the consent of the Participant is obtained or such
amendment is otherwise permitted under Section 12.12 hereof. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, from and
after the IPO Date, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Plan 

  
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except with respect to matters which under Rule 16b-3 under the Exchange Act, Section 162(m) of the Code or the rules of any securities exchange or
automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee. 

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

11.4 Authority of Administrator. Subject to any specific designation in the Plan and Applicable Law, the Administrator has the
exclusive power, authority and sole discretion to: 
 (a) Designate Eligible Persons (including the Manager) to receive Awards; 

(b) Determine the type or types of Awards to be granted to each Eligible Person; 

(c) Determine the number of Awards to be granted and the number of Shares to which an Award will relate; 

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant
price, or purchase price, any performance criteria, any reload provision, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations
or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines; 

(e) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 
 (f) Prescribe the form of each
Award Agreement, which need not be identical for each Participant; 
 (g) Determine as between the Company and any Affiliate which entity
will make payments with respect to an Award, consistent with applicable securities laws and other Applicable Law; 
 (h) Decide all other
matters that must be determined in connection with an Award; 
 (i) Establish, adopt, or revise any Programs, rules and regulations as it
may deem necessary or advisable to administer the Plan; 

  
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 (j) Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any
Award Agreement; and 
 (k) Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator
deems necessary or advisable to administer the Plan. 
 11.5 Decisions Binding. The Administrator’s interpretation of the Plan,
any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties. 

11.6 Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time, from and after
the IPO Date, delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided,
however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act,
(b) Covered Employees with respect to Awards intended to constitute Performance-Based Compensation or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided,
further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under the Organizational Documents, Section 162(m) of the Code and other Applicable Law. Any delegation hereunder shall be
subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind
the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 11.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may
abolish any committee at any time and re-vest in itself any previously delegated authority.

ARTICLE 12. 

MISCELLANEOUS PROVISIONS 

12.1 Amendment, Suspension or Termination of the Plan. 

(a) Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Board; provided that, except as provided in Section 12.13 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or
obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. 
 (b) Notwithstanding
Section 12.1(a), the Administrator may not, except as provided in Section 12.2, take any of the following actions without the approval of the Company’s stockholders given within twelve (12) months before or after the action by
the Administrator: (i) increase the Share Limit or any Individual Award Limit, (ii) reduce the price per share of any 

  
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outstanding Option or Stock Appreciation Right granted under the Plan, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of
Section 10.6 hereof. Notwithstanding anything herein to the contrary, no Incentive Stock Option shall be granted under the Plan after the tenth (10th) anniversary of the date on which the
Plan is adopted by the Board. 
 12.2 Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and
Other Corporate Events. 
 (a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation
or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock other than an Equity Restructuring, the
Administrator may make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the Share Limit and
Individual Award Limits); (ii) the number and kind of Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and/or (iv) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with
the requirements of Section 162(m) of the Code unless otherwise determined by the Administrator. 
 (b) In the event of any transaction
or event described in Section 12.2(a) hereof or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or Applicable
Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized
to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or
with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards: 

(i) To provide for the termination of any such Award in exchange for an amount of cash and/or other property, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 12.2, the
Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); 

(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase
price; 

  
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 (iii) To make adjustments in the number and type of securities subject to outstanding
Awards and Awards which may be granted in the future and/or in the terms, conditions and criteria included in such Awards (including the grant or exercise price, as applicable); 

(iv) To provide that such Award shall be exercisable or payable or fully vested with respect to all securities covered thereby,
notwithstanding anything to the contrary in the Plan or an applicable Program or Award Agreement; 
 (v) To replace such Award with other
rights or property selected by the Administrator in its sole discretion; and/or 
 (vi) To provide that the Award cannot vest, be exercised
or become payable after such event. 
 (c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to
the contrary in Sections 12.2(a) and 12.2(b) hereof: 
 (i) The number and type of securities subject to each outstanding Award and the
exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or 
 (ii) The Administrator shall make such
equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to,
adjustments to the Share Limit and the Individual Award Limits). 
 The adjustments provided under this Section 12.2(c) shall be
nondiscretionary and shall be final and binding on the affected Participant and the Company. 
 (d) Except as may otherwise be provided in
any applicable Award Agreement or other written agreement entered into between the Company (or an Affiliate) and a Participant, if a Change in Control occurs and a Participant’s outstanding Awards are not continued, converted, assumed, or
replaced by the surviving or successor entity in such Change in Control, then, immediately prior to the Change in Control, such outstanding Awards, to the extent not continued, converted, assumed, or replaced, shall become fully vested and, as
applicable, exercisable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse. Upon, or in anticipation of, a Change in Control, the Administrator may cause any and all Awards outstanding hereunder to terminate at a
specific time in the future, including but not limited to the date of such Change in Control, and shall give each Participant the right to exercise such Awards during a period of time as the Administrator, in its sole and absolute discretion, shall
determine. For the avoidance of doubt, if the value of an Award that is terminated in connection with this Section 12.2(d) is zero or negative at the time of such Change in Control, such Award shall be terminated upon the Change in Control
without payment of consideration therefor. 
 (e) The Administrator may, in its sole discretion, include such further provisions and
limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan. 

  
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 (f) Unless otherwise determined by the Administrator, no adjustment or action described in
this Section 12.2 or in any other provision of the Plan shall be authorized to the extent it would (i) with respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, cause such
Award to fail to so qualify as Performance-Based Compensation, (ii) cause the Plan to violate Section 422(b)(1) of the Code, (iii) result in short-swing profits liability under Section 16 of the Exchange Act or violate the
exemptive conditions of Rule 16b-3 of the Exchange Act, or (iv) cause an Award to fail to be exempt from or comply with Section 409A of the Code. 

(g) The existence of the Plan, any Program, any Award Agreement and/or any Award granted hereunder shall not affect or restrict in any way the
right or power of the Company, the stockholders of the Company or any Affiliate to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or such Affiliate’s capital structure or its business,
any merger or consolidation of the Company or any Affiliate, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common
Stock, the securities of any Affiliate or the rights thereof or which are convertible into or exchangeable for Common Stock or securities of any Affiliate, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of
all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 
 (h) In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the Shares or
the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of thirty (30) days prior to
the consummation of any such transaction. 
 12.3 Approval of Plan by Stockholders. The Plan shall be submitted for the approval of
the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan. Awards may be granted or awarded prior to such stockholder approval, provided, however, that such Awards
shall not be exercisable, shall not vest and the restrictions thereon shall not lapse and no Shares shall be issued pursuant thereto prior to the time when the Plan is approved by the Company’s stockholders, and provided, further,
that if such approval has not been obtained at the end of such twelve (12)-month period, all such Awards previously granted or awarded under the Plan shall thereupon be canceled and become null and void. 

12.4 No Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Participant shall
have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record owner of such Shares. 

12.5 Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an
automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted
through the use of such an automated system. 

  
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 12.6 Section 83(b) Election. No Participant may make an election under
Section 83(b) of the Code with respect to any Award under the Plan without the consent of the Administrator, which the Administrator may grant or withhold in its sole discretion. If, with the consent of the Administrator, a Participant makes an
election under Section 83(b) of the Code to be taxed with respect to the Award as of the date of transfer of the Award rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the
Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service. 

12.7 Grant of Awards to Certain Employees or Consultants. The Company, the Manager and any Affiliate of the Company or the Manager may
provide through the establishment of a formal written policy or otherwise for the method by which Shares or other securities of the Company may be issued and by which such Shares or other securities and/or payment therefor may be exchanged or
contributed among such entities, or may be returned upon any forfeiture of Shares or other securities by the Participant. 
 12.8 REIT
Status. The Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT. No Award shall be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be
exercisable or be settled: 
 (a) to the extent that the grant, vesting, exercise or settlement of such Award could cause the Participant or
any other person to be in violation of the Common Stock Ownership Limit or the Aggregate Stock Ownership Limit (each as defined in the Company’s charter, as amended from time to time) or any other provision of Section 7.2 of the
Company’s charter; or 
 (b) if, in the discretion of the Administrator, the grant, vesting, exercise or settlement of such Award could
impair the Company’s status as a REIT. 
 12.9 Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not
affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to establish any other forms of incentives or
compensation for Employees, Directors or Consultants of the Company or any Affiliate or for Employees or Directors of the Manager or any Affiliate or (b) to grant or assume options or other rights or awards otherwise than under the Plan in
connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any
corporation, partnership, limited liability company, firm or association. 
 12.10 Compliance with Laws. The Plan, the granting and
vesting of Awards under the Plan, the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all 

  
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Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation,
placing legends on share certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would
violate Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such Applicable Law. 

12.11 Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the sections in the Plan are
for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

 12.12 Governing Law. The Plan and any Programs or Award Agreements hereunder shall be administered, interpreted and enforced under
the internal laws of the State of Maryland without regard to conflicts of laws thereof. 
 12.13 Section 409A. To the extent that the
Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Plan, any applicable Program and the Award Agreement covering such Award shall be interpreted in accordance with Section 409A of the
Code. Notwithstanding any provision of the Plan to the contrary, in the event that, following the Effective Date, the Administrator determines that any Award may be subject to Section 409A of the Code, the Administrator may adopt such
amendments to the Plan, any applicable Program and the Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are
necessary or appropriate to avoid the imposition of taxes on the Award under Section 409A of the Code, either through compliance with the requirements of Section 409A of the Code or with an available exemption therefrom. The Company makes
no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 12.13 or otherwise to take any action (whether or not described herein) to avoid
the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to
constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A. 

12.14 No Rights to Awards. No Eligible Person or other person shall have any claim to be granted any Award pursuant to the Plan, and
neither the Company nor the Administrator is obligated to treat Eligible Persons, Participants or any other persons uniformly. 
 12.15
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Program or
Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. 

  
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 12.16 Indemnification. To the extent allowable pursuant to Applicable Law and the
Company’s charter and bylaws, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action or
failure to act pursuant to the Plan and against and from any and all amounts paid by him in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he gives the Company an opportunity,
at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be
entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

12.17 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any
pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder. 

12.18 Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates. 

* * * * * 
 I hereby certify that the
foregoing Plan was duly adopted by the Board of Directors of Claros Mortgage Trust, Inc. on March 30, 2016. 
 * * * * * 

[SIGNATURE PAGE FOLLOWS] 

  
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 Executed on this 30th day of March, 2016. 

 

	
	
	/s/ J. Michael McGillis
	J. Michael McGillis
	Authorized Signatory


 [Signature Page to 2016 Incentive Award Plan] 

  
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