Exhibit 10.5


 


CYNGN INC.


 


2021 INCENTIVE PLAN


 


SECTION 1. PURPOSE


 


The purpose of the CYNGN Inc. 2021 Incentive Plan
is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company
and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests
and efforts to the long-term interests of the Company’s stockholders.


 


SECTION 2. DEFINITIONS


 


Certain capitalized terms
used in the Plan have the meanings set forth in Appendix A.


 


SECTION 3. ADMINISTRATION


 


		3.1	Administration of the Plan



 


(a) The
Plan shall be administered by the Board or the Compensation Committee, which shall be composed of two or more directors.


 


(b) The
members of the Compensation Committee shall meet the independence requirements of the applicable stock exchange upon which the Common
Stock is listed. If any member of the Compensation Committee does not qualify as a “non-employee director” for purposes of Rule
16b-3 promulgated under the Exchange Act, then Awards under the Plan for the executive officers of the Company and Nonemployee Directors
shall be administered by a subcommittee consisting of each Compensation Committee member who qualifies as a “non-employee director.”
If fewer than two Compensation Committee members qualify as “non-employee directors,” then the Board shall appoint one or more
other Board members to such subcommittee who do qualify as “non-employee directors,” so that the subcommittee will at all times
consist of two or more members all of whom qualify as “non-employee directors” for purposes of Rule 16b-3 promulgated under
the Exchange Act.


 


(c) Notwithstanding
the foregoing, and to the extent consistent with applicable law, the Board or Compensation Committee may also delegate concurrent responsibility
for administering the Plan, including with respect to designated classes of Eligible Persons, to other committees consisting of one or
more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to grants of Awards to Participants
who are subject to Section 16 of the Exchange Act. Members of any such committee shall serve for such term as the Board may determine,
subject to removal by the Board at any time. To the extent consistent with applicable law, the Board or the Compensation Committee may
authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed
by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to
himself or herself or to any person subject to Section 16 of the Exchange Act. All references in the Plan to the “Committee”
shall be to the Board.


 






     


     


    

 


		3.2	Administration and Interpretation by Committee



 


(a) Except
for the terms and conditions explicitly set forth in the Plan, and to the extent permitted by applicable law, the Committee shall have
full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from
time to time be adopted by the Board to (i) select the Eligible Persons to whom Awards may from time to time be granted under the
Plan; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number
of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award
granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) determine whether, to what
extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended;
(vii)  interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under
the Plan; (viii) establish such rules and regulations as it shall deem appropriate for the proper administration of the Plan; (ix) delegate
ministerial duties to such of the Company’s employees as it so determines; and (x) make any other determination and take any other
action that the Committee deems necessary or desirable for administration of the Plan.


 


(b) The
Committee shall have the right, without stockholder approval, to (i) lower the exercise or grant price of an Option or SAR after it is
granted; (ii) cancel an Option or SAR at a time when its exercise or grant price exceeds the Fair Market Value of the underlying stock,
in exchange for cash, another option or stock appreciation right, restricted stock, or other equity award; or (iii) take any other action
that is treated as a repricing under generally accepted accounting principles.


 


(c) The
effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s reduction in hours of employment or service
or working less than full-time shall be determined by the Company’s chief human resources officer or other person performing that function
or, with respect to directors or executive officers, by the Compensation Committee, whose determination shall be final.


 


(d) Decisions
of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any
Eligible Person. A majority of the members of the Committee may determine its actions.


 


SECTION 4. SHARES SUBJECT TO THE PLAN


 


		4.1	Authorized Number of Shares



 


Subject to adjustment from time to time as provided
in Section 15.1, the aggregate maximum number of shares of Common Stock available for issuance under the Plan shall be:


 


(a) 1,500,000
shares; plus


 


(b) an
annual increase to be added as of the first day of the Company’s fiscal year beginning in 2022 equal to the least of (i) 5%
of the outstanding Common Stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, (ii) 1,000,000 shares,
and (iii) a lesser amount determined by the Board; provided, however, that any shares from any such increases in previous years that
are not actually issued shall continue to be available for issuance under the Plan; plus


 






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(c) (i) any
authorized shares reserved and available for issuance, and not issued or subject to outstanding awards, under the Company’s 2013 Equity
Incentive Plan (the “Prior Plan”) on the Effective Date shall cease to be set aside and reserved for issuance
pursuant to the Prior Plan, effective on the Effective Date, and shall instead be set aside and reserved for issuance pursuant to the
Plan and (ii) any shares subject to outstanding awards under the Prior Plan on the Effective Date that cease to be subject to such awards
following the Effective Date (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled
in vested or nonforfeitable shares) shall cease to be set aside or reserved for issuance pursuant to the Prior Plan, effective on the
date upon which they cease to be so subject to such awards, and shall instead be set aside and reserved for issuance pursuant to the Plan,
up to an aggregate maximum of 8,500,000 shares pursuant to clauses (i) and (ii) of this paragraph (c), subject to adjustment from
time to time as provided in Section 15.1.


 


Shares issued under the Plan shall be drawn from
authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.


 


		4.2	Share Usage



 


(a) Shares
of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant.
If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder, is settled in cash in lieu of shares
of Common Stock, or if shares of Common Stock are issued under the Plan to a Participant and thereafter are forfeited to or otherwise
reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance
under the Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the Company as full or partial payment to the
Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, or (ii) covered
by an Award that is settled in cash, or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued,
shall be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan shall not be
reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional
shares of Common Stock subject or paid with respect to an Award. Notwithstanding the foregoing, any shares of Common Stock tendered by
a Participant or retained by the Company as full or partial payment to the Company for the exercise or purchase price of an Award, or
to satisfy tax withholding obligations in connection with an Award, shall not again be available for Awards under the Plan.


 


(b) The
Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants
or rights earned or due under other compensation plans or arrangements of the Company.


 


(c) Notwithstanding
any other provision of the Plan to the contrary, the Committee may grant Substitute Awards under the Plan. Substitute Awards shall not
reduce the number of shares authorized for issuance under the Plan. In the event that an Acquired Entity has shares available for awards
or grants under one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent determined
by the Board or the Committee, the shares available for grant pursuant to the terms of such preexisting plans (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 holders of securities of the entities that are parties to such acquisition or combination) may be used for
Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however,
that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of such
preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of
the Company or a Related Company prior to such acquisition or combination. In the event that a written agreement between the Company and
an Acquired Entity pursuant to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the
terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall
be deemed to be the action of the Committee without any further action by the Committee, except as may be required for compliance with
Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants


 






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(d) Notwithstanding
any other provisions in this Section 4.2 to the contrary, the maximum number of shares that may be issued upon the exercise of Incentive
Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 15.1.


 


SECTION 5. ELIGIBILITY


 


An Award may be granted to any employee, officer
or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant,
agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in
connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly
promote or maintain a market for the Company’s securities.


 


SECTION 6. AWARDS


 


		6.1	Form, Grant and Settlement of Awards



 


The Committee shall have the authority, in its
sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in
addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies
as the Committee shall determine.


 


		6.2	Evidence of Awards



 


Awards granted under the Plan shall be evidenced
by a written, including an electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Committee
shall deem advisable and that are not inconsistent with the Plan.


 






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		6.3	Deferrals



 


The Committee may permit or
require a Participant to defer receipt of the payment of any Award. If any such deferral election is permitted or required, the Committee,
in its sole discretion, shall establish rules and procedures for such payment deferrals, which may include the grant of additional Awards
or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit
equivalents. Deferral of any Award or payment thereunder shall comply with all applicable law, rules and regulations, and shall satisfy
either the requirements for exemption from Section 409A or the requirements of Section 409A as determined by the Committee prior to such
deferral.


 


		6.4	Dividends and Distributions



 


Participants may, if the Committee
so determines, be credited with dividends or dividend equivalents paid with respect to shares of Common Stock underlying an Award in a
manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents
that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend
equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the foregoing, any dividends or
dividend equivalents credited to an Award shall accrue and be paid only to the extent the Award becomes vested or payable. Also, notwithstanding
the foregoing, crediting of dividends or dividend equivalents must comply with or qualify for an exemption under Section 409A.


 


SECTION 7. OPTIONS


 


		7.1	Grant of Options



 


The Committee may grant Options designated as
Incentive Stock Options or Nonqualified Stock Options.


 


		7.2	Option Exercise Price



 


Options shall be granted with an exercise price
per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date (and not less than the minimum exercise price
required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards.


 


		7.3	Term of Options



 


Subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the “Option Term”)
shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in Section 8.4.


 






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		7.4	Exercise of Options



 


(a) The
Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the
Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time. If not so established
in the instrument evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be
waived or modified by the Committee at any time:


 


	


    Period of Participant’s Continuous

Employment or Service with the

Company or Its Related Companies

from the Vesting Commencement Date

	 	
    Portion of Total Option That


Is Vested and Exercisable

	 	 	 
	After 1 year	 	1/4th
	 	 	 
	After each additional one-month period of continuous service completed thereafter	 	An additional 1/48th
	 	 	 
	After 4 years	 	100%


 


(b) To
the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery
to or as directed or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance
with procedures established by the Committee, setting forth the number of shares with respect to which the Option is being exercised,
the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements
as may be required by the Committee, accompanied by payment in full as described in Section 7.5. An Option may be exercised only
for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee.


 


		7.5	Payment of Exercise Price



 


The exercise price for shares purchased under
an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the
number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a
form or a combination of forms acceptable to the Committee for that purchase, which forms may include:


 


(a) cash;


 


(b) check
or wire transfer;


 


(c) having
the Company withhold shares of Common Stock that would otherwise be issued on exercise of a Nonqualified Stock Option that have an aggregate
Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;


 






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(d) tendering
(either actually or, if and for as long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
by attestation) shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise
price of the shares being purchased under the Option;


 


(e) if
and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law,
delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or
approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any tax
withholding obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve
Board; or


 


(f) such
other consideration as the Committee may permit.


 


		7.6	Effect of Termination of Service



 


(a) The
Committee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable,
and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the
Committee at any time. If not so established and set forth in the instrument evidencing the Option, the Option shall be exercisable according
to the following terms and conditions, which may be waived or modified by the Committee at any time:


 


		(i)	Any portion of an Option that is not vested and exercisable on
the date of a Participant’s Termination of Service shall expire on such date.



 


		(ii)	Any portion of an Option that is vested and exercisable on the
date of a Participant’s Termination of Service shall expire on the earliest to occur of:



 


		(1)	if the Participant’s Termination of Service occurs for reasons
other than Cause, Retirement, Disability or death, the date that is three months after such Termination of Service;



 


		(2)	if the Participant’s Termination of Service occurs by reason of
Retirement, Disability or death, the one-year anniversary of such Termination of Service; and



 


		(3)	the Option Expiration Date.



 


(b) Notwithstanding
the foregoing, if a Participant dies after the Participant’s Termination of Service but while an Option is otherwise exercisable, the
portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur
of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, unless the Committee determines otherwise.


 


(c) Also
notwithstanding the foregoing, in case a Participant’s Termination of Service occurs for Cause, all Options granted to the Participant,
whether vested or unvested, shall automatically expire and terminate upon first notification to the Participant of such termination, unless
the Committee determines otherwise. If a Participant’s employment or service relationship with the Company is suspended pending an investigation
of whether the Participant shall be terminated for Cause, all the Participant’s rights under any Option shall likewise be suspended during
the period of investigation. If any facts that would constitute termination for Cause are discovered after a Participant’s Termination
of Service, any Option then held by the Participant may be immediately terminated by the Committee, in its sole discretion.


 






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(d) If
the exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited
solely because the issuance of Common Stock would violate either the registration requirements under the Securities Act or the Company’s
insider trading policy, then the Option shall remain exercisable until the earlier of (i) the Option Expiration Date or (ii) the
expiration of a period of three months (or such longer period of time as determined by the Committee in its sole discretion) after the
Participant’s Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or insider
trading policy requirements.


 


SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS


 


Notwithstanding any other provision of the Plan
to the contrary, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422
of the Code or any successor provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following:


 


		8.1	Dollar Limitation



 


To the extent the aggregate Fair Market Value
(determined as of the Grant Date) of Common Stock with respect to which a Participant’s Incentive Stock Options become exercisable for
the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary
corporations) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant
holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied
on the basis of the order in which such Options are granted.


 


		8.2	Eligible Employees



 


Individuals who are not employees of the Company
or one of its parent or subsidiary corporations may not be granted Incentive Stock Options.


 


		8.3	Exercise Price



 


Incentive Stock Options shall be granted with
an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date and, in the case of an Incentive
Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company
or of its parent or subsidiary corporations (a “Ten Percent Stockholder”), shall be granted with an exercise price
per share not less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more than 10% ownership
shall be made in accordance with Section 422 of the Code.


 






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		8.4	Option Term



 


Subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the Option, the maximum term of an Incentive Stock Option shall not exceed ten years,
and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five years.


 


		8.5	Exercisability



 


An Option designated as an Incentive Stock Option
shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms
of the Option) (a) more than three months after the date of a Participant’s termination of employment if termination was for reasons
other than death or disability, (b) more than one year after the date of a Participant’s termination of employment if termination
was by reason of disability, or (c) more than six months following the first day of a Participant’s leave of absence that exceeds
three months, unless the Participant’s reemployment rights are guaranteed by statute or contract.


 


		8.6	Taxation of Incentive Stock Options



 


In order to obtain certain tax benefits afforded
to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive
Stock Option for two years after the Grant Date and one year after the date of exercise. A Participant may be subject to the alternative
minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the Company prompt notice of any disposition
of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.


 


		8.7	Code Definitions



 


For the purposes of this Section 8, “disability,”
“parent corporation” and “subsidiary corporation” shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.


 


		8.8	Stockholder Approval



 


If the stockholders of the Company do not approve
the Plan within 12 months after the Board’s adoption of the Plan (or the Board’s adoption of any amendment to the Plan that constitutes
the adoption of a new plan for purposes of Section 422 of the Code), Incentive Stock Options granted under the Plan after the date of
the Board’s adoption (or approval) will be treated as Nonqualified Stock Options. No Incentive Stock Options may be granted more than
ten years after the earlier of the approval of the Plan by the Board or the stockholders (including any such approval of an amendment
to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code).


 


SECTION 9. STOCK APPRECIATION RIGHTS


 


		9.1	Grant of Stock Appreciation Rights



 


The Committee may grant Stock Appreciation Rights
to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. A SAR may be granted
in tandem with an Option (“tandem SAR”) or alone (“freestanding SAR”). The grant price
of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established
in accordance with procedures for Options set forth in Section 7.2. A SAR may be exercised upon such terms and conditions and for
the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with
the terms of the Plan and the instrument evidencing the SAR, the maximum term of a freestanding SAR shall be ten years, and in the case
of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all
or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related
Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.


 






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		9.2	Payment of SAR Amount



 


Upon the exercise of a SAR, a Participant shall
be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common
Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised.
At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of a SAR may be in cash,
in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.


 


	9.3	Waiver of Restrictions



 


The Committee, in its sole discretion, may waive
any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee
shall deem appropriate.


 


SECTION 10. STOCK AWARDS, RESTRICTED
STOCK AND STOCK UNITS


 


		10.1	Grant of Stock Awards, Restricted Stock and Stock Units



 


The Committee may grant Stock Awards, Restricted
Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based
on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine
in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.


 


		10.2	Vesting of Restricted Stock and Stock Units



 


Upon the satisfaction of any terms, conditions
and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions
and restrictions on Restricted Stock or Stock Units, as determined by the Committee, (a) the shares covered by each Award of Restricted
Stock shall become freely transferable by the Participant subject to the terms and conditions of the Plan, the instrument evidencing the
Award, and applicable securities laws, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument
evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares subject to such Awards shall
be paid to the Participant in cash.


 






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		10.3	Waiver of Restrictions



 


The Committee, in its sole discretion, may waive
the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances
and subject to such terms and conditions as the Committee shall deem appropriate.


 


SECTION 11. PERFORMANCE AWARDS


 


		11.1	Performance Shares



 


The Committee may grant Awards of Performance
Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the
terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares
of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument
evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock,
other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms
and conditions specified by the Committee. Notwithstanding the foregoing, and subject to Section 18.5, the amount to be paid under
an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole
discretion.


 


		11.2	Performance Units



 


The Committee may grant Awards of Performance
Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms
and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other
than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine,
including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance
goals, as established by the Committee, and other terms and conditions specified by the Committee. Notwithstanding the foregoing, and
subject to Section 18.5, the amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration
as the Committee shall determine in its sole discretion.


 


SECTION 12. OTHER STOCK OR CASH-BASED
AWARDS


 


Subject to the terms of the Plan and such other
terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common
Stock under the Plan.


 


SECTION 13. WITHHOLDING


 


(a) The
Company may require the Participant to pay to the Company or a Related Company, as applicable, the amount of (i) any taxes that the
Company or a Related Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting
or exercise of an Award (“tax withholding obligations”) and (ii) any amounts due from the Participant to
the Company or to any Related Company (“other obligations”). Notwithstanding any other provision of the Plan to
the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until
such tax withholding obligations and other obligations are satisfied.


 






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(b) The
Committee, in its sole discretion, may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations
and other obligations by (i) paying cash to the Company or a Related Company, as applicable, (ii) having the Company or a Related
Company, as applicable, withhold an amount from any cash amounts otherwise due or to become due from the Company or a Related Company
to the Participant, (iii) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant
(or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations,
or (iv) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding
obligations and other obligations. The value of the shares so withheld or tendered may not exceed the employer’s applicable minimum required
tax withholding rate or such other applicable rate as is necessary to avoid adverse treatment for financial accounting purposes, as determined
by the Plan Administrator in its sole discretion.


 


SECTION 14. ASSIGNABILITY


 


No Award or interest in an Award may be sold,
assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred
by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and
distribution, except to the extent, at the discretion of the Committee, the instrument evidencing the Award permits the Participant to
designate one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the
Participant’s death. Notwithstanding the foregoing, the Committee, in its sole discretion, may permit a Participant to assign or transfer
an Award without consideration, subject to such terms and conditions as the Committee shall specify.


 


SECTION 15. ADJUSTMENTS


 


		15.1	Adjustment of Shares



 


(a) In
the event that, at any time or from time to time, a stock dividend, stock split, spin off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash dividend that has a material effect on the price of Common
Stock, or other similar occurrence occurs, or a change in the Company’s corporate or capital structure results in (i) outstanding shares
of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities
of the Company or (ii) new, different or additional securities of the Company or any other company being received by the holders of shares
of Common Stock, then the Committee shall make proportional adjustments as it, in its sole discretion, deems appropriate in: (A) the
maximum number and kind of securities available for issuance under the Plan; (B) the maximum number and kind of securities issuable
as Incentive Stock Options as set forth in Section 4.2; (C) the maximum numbers and kind of securities set forth in Section
16.3; (D) the maximum number and kind of securities set forth in Section 4.3; and (E) the number and kind of securities that are subject
to any outstanding Award and, if applicable, the per share price of such securities.


 






    12


     


    

 


(b) Adjustments,
if any, and any determinations or interpretations made by the Committee as to whether any adjustment shall be made, including any determination
of whether a distribution is other than a normal cash dividend or is a cash dividend that will have a material effect on the price of
issued shares, and the terms of any of the foregoing adjustments shall be conclusive and binding.


 


(c) Notwithstanding
the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution
or liquidation of the Company or a Change in Control shall not be governed by this Section 15.1 but shall be governed by Sections 15.2
and 15.3, respectively.


 


		15.2	Dissolution or Liquidation



 


To the extent not previously exercised or settled,
and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not
been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.


 


		15.3	Change of Control



 


(a) Notwithstanding
any other provision of the Plan to the contrary, unless the Committee determines otherwise with respect to a particular Award in the instrument
evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company,
in the event of a Change of Control, if and to the extent an outstanding Award is not converted, assumed, substituted for or replaced
by the Successor Company, then such Award shall terminate upon effectiveness of the Change of Control. Prior to the Change of Control,
the Plan Administrator may approve accelerated vesting and/or lapse of forfeiture or repurchase restrictions with respect to all or a
portion of the unvested portions of such Awards, any such determinations to be made by the Plan Administrator in its sole discretion.
If and to the extent the Successor Company converts, assumes, substitutes for or replaces an outstanding Award, all vesting and/or exercisability
restrictions and/or forfeiture and/or repurchase provisions applicable to such Award shall continue with respect to any shares of the
Successor Company or other consideration that may be received with respect to such Award. Without the consent of any Participant, the
Plan Administrator may dispose of Awards that are not vested as of the effective date of such Change of Control in any manner permitted
by applicable laws, including (without limitation) the cancellation of such Awards without the payment of any consideration.


 


(b) For
the purposes of Section 15.3(a), an Award shall be considered converted, assumed, substituted for or replaced by the Successor Company
if following the Change of Control the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award
immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change
of Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the Change of Control is not solely common stock of the Successor Company, the Committee may, with the
consent of the Successor Company, provide for the consideration to be received pursuant to the Award, for each share of Common Stock subject
thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received
by holders of Common Stock in the Change of Control. The determination of such substantial equality of value of consideration shall be
made by the Committee, and its determination shall be conclusive and binding.


 






    13


     


    

 


(c) Notwithstanding
the foregoing, the Committee, in its sole discretion, may instead provide in the event of a Change of Control that a Participant’s outstanding
Awards shall terminate upon or immediately prior to such Change of Control and that each such Participant shall be entitled to receive,
in exchange therefor, a cash payment equal to the amount (if any) by which (i) the Acquisition Price multiplied by the number of
shares of Common Stock subject to such outstanding Awards (either to the extent (if any) then vested and exercisable, or subject to restrictions
and/or forfeiture provisions, or whether or not then vested and exercisable, or subject to restrictions and/or forfeiture provisions,
as determined by the Committee in its sole discretion) exceeds (ii) if applicable, the respective aggregate exercise, grant or purchase
price payable with respect to shares of Common Stock subject to such Awards.


 


(d) For
the avoidance of doubt, nothing in this Section 15.3 requires all Awards, or portions of Awards, to be treated similarly.


 


		15.4	Further Adjustment of Awards



 


Subject to Sections 15.2 and 15.3, the Committee
shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or other
similar transaction, as defined by the Committee, to take such further action as it determines to be necessary or advisable with respect
to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions
or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions
and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories of Participants
or only to individual Participants. The Committee may take such action before or after granting Awards to which the action relates and
before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or
other similar transaction that is the reason for such action.


 


		15.5	No Limitations



 


The grant of Awards shall in no way affect the
Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.


 






    14


     


    

 


		15.6	Fractional Shares



 


In the event of any adjustment in the number of
shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment, and any fractional
shares resulting from such adjustment shall be disregarded.


 


		15.7	Section 409A



 


Subject to Section 18.5, but notwithstanding
any other provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 15 to Awards that are considered
“deferred compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A
and (b) any adjustments made pursuant to this Section 15 to Awards that are not considered “deferred compensation”
subject to Section 409A shall be made in such a manner as to ensure that after such adjustment the Awards either (i) continue
not to be subject to Section 409A or (ii) comply with the requirements of Section 409A.


 


SECTION 16. MARKET STANDOFF


 


(a) In
the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed
under the Securities Act, including the Company’s initial public offering, a Participant shall not sell, make any short sale of, loan,
hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to engage
in any of the foregoing transactions with respect to any securities of the Company however or whenever acquired (except for those being
registered) without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period
of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed (i) 180 days
after the effective date of the registration statement for such public offering or (ii) such longer period requested by the underwriters
as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited to, FINRA Rule
2241, or any amendments or successor rules). Participant shall execute an agreement reflecting the limitation of this Section 16 as may
be requested by the underwriters at the time of such public offering. The limitations of this Section 16 shall in all events terminate
two years after the effective date of the Company’s initial public offering.


 


(b) In
the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the
Company’s outstanding Common Stock effected as a class without the Company’s receipt of consideration, any new, substituted or additional
securities distributed with respect to the shares issued under the Plan shall be immediately subject to the provisions of this Section 16,
to the same extent the shares issued under the Plan are at such time covered by such provisions.


 


In order to enforce the limitations of this Section 16,
the Company may impose stop-transfer instructions with respect to the shares until the end of the applicable standoff period.


 






    15


     


    

 


SECTION 17. AMENDMENT AND TERMINATION


 


		17.1	Amendment, Suspension or Termination



 


The Board may amend, suspend or terminate the
Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required
by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the Plan. Subject to
Section 17.3, the Board may amend the terms of any outstanding Award, prospectively or retroactively.


 


		17.2	Term of the Plan



 


The Plan shall have no fixed expiration date.
After the Plan is terminated, no future Awards may be granted under the Plan, but Awards previously granted shall remain outstanding in
accordance with their applicable terms and conditions and the Plan’s terms and conditions.


 


		17.3	Consent of Participant



 


(a) The
amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the
Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any
change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so
as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions.


 


(b) Subject
to Section 18.5, but notwithstanding any other provision of the Plan to the contrary, the Board shall have broad authority to amend the
Plan or any outstanding Award without the consent of any Participant to the extent the Board deems necessary or advisable to comply with,
or take into account, changes in applicable tax laws, securities laws, accounting rules or other applicable law, rule or regulation.


 


SECTION 18. GENERAL


 


		18.1	No Individual Rights



 


(a) No
individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity
of treatment of Participants under the Plan.


 


(b) Furthermore,
nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to
confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related
Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship
at any time, with or without cause.


 






    16


     


    

 


		18.2	Issuance of Shares



 


(a) Notwithstanding
any other provision of the Plan to the contrary, the Company shall have no obligation to issue or deliver any shares of Common Stock under
the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery
or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws
of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.


 


(b) The
Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities
Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in
a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.


 


(c) As
a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require
(a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or
received only for the Participant’s own account and without any present intention to sell or distribute such shares and (b) such
other action or agreement by the Participant as may from time to time be necessary to comply with federal, state and foreign securities
laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records
of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel
is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation,
may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute
and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain
terms and conditions applicable to the shares.


 


(d) To
the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares
of Common Stock, the issuance may be effected on an uncertificated basis, to the extent not prohibited by applicable law or the applicable
rules of any stock exchange.


 


		18.3	Indemnification



 


(a) Each
person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any loss,
cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim,
action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval,
or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person, unless such
loss, cost, liability or expense is a result of such person’s own willful misconduct or except as expressly provided by statute; provided,
however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person
undertakes to handle and defend it on such person’s own behalf.


 






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(b) The
foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled
under the Company’s certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have
to indemnify or hold harmless.


 


		18.4	No Rights as a Stockholder



 


Unless otherwise provided by the Committee or
in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award or
an Award of Restricted Stock, shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until
the date of issuance under the Plan of the shares that are the subject of such Award.


 


		18.5	Compliance with Laws and Regulations



 


(a) In
interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the
extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.


 


(b) The
Plan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible,
whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable
to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5),
or otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan
and any Awards granted under the Plan shall comply with the deferral, payout, plan termination and other limitations and restrictions
imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan
and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such intentions; provided,
however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A
and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan. Without limiting the generality of the
foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any
payments and benefits under the Plan or any Award granted under the Plan to which Section 409A applies, all references in the Plan
or any Award granted under the Plan to the termination of the Participant’s employment or service are intended to mean the Participant’s
“separation from service,” within the meaning of Section 409A(a)(2)(A)(i) to the extent necessary to avoid subjecting the
Participant to the imposition of any additional tax under Section 409A. In addition, if the Participant is a “specified employee,”
within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional
tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month
period immediately following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i),
shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event
of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six
months following the Participant’s separation from service or the Participant’s death. Notwithstanding any other provision of the Plan
to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not
be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from
or complies with Section 409A.


 






    18


     


    

 


		18.6	Participants in Other Countries or Jurisdictions



 


Without amending the Plan, the Committee may grant
Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan, as may,
in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have
the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions
of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees
to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements
that permit the Plan to operate in a qualified or tax efficient manner, comply with applicable foreign laws or regulations and meet the
objectives of the Plan.


 


		18.7	No Trust or Fund



 


The Plan is intended to constitute an “unfunded”
plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create
any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall
have any rights that are greater than those of a general unsecured creditor of the Company.


 


		18.8	Successors



 


All obligations of the Company under the Plan
with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.


 


		18.9	Severability



 


If any provision of the Plan or any Award is determined
to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any
law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot
be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain
in full force and effect.


 


		18.10	Choice of Law and Venue



 


The Plan, all Awards granted thereunder and all
determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of California without giving effect to principles of conflicts of law. Participants irrevocably consent
to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of California.


 


		18.11	Legal Requirements



 


The granting of Awards and the issuance of shares
of Common Stock under the Plan are subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 


SECTION 19. EFFECTIVE DATE


 


The effective date (the “Effective
Date”) is the date on which the Plan is adopted by the Board. In addition, to the extent necessary to comply with applicable
law, regulation or stock exchange rule, stockholder approval of the Plan shall be obtained


 




    19


     


    

 


APPENDIX A


 


DEFINITIONS


 


As used in the Plan, the following terms shall
be defined as provided below:


 


“Acquired Entity” means
any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.


 


“Acquisition Price” means
the value of the per share consideration (whether consisting of cash, securities or other property, or otherwise) receivable or deemed
receivable upon a Change of Control in respect of a share of Common Stock, as determined by the Committee in its sole discretion. For
the avoidance of doubt, the Plan Administrator’s discretion will include determining whether and to what extent the Acquisition
Price will reflect any escrows, holdbacks, purchase price adjustments or other contingencies that occur after the closing of such Change
of Control and that affect the total consideration receivable or deemed receivable in respect of shares of Common Stock.


 


“Award” means any Option,
Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit or cash-based award or other incentive payable in cash or in shares
of Common Stock, as may be designated by the Committee from time to time.


 


“Board” means the Board
of Directors of the Company.


 


“Cause,” unless otherwise
defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the
Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information
or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s chief human resources
officer or other person performing that function or, in the case of directors and executive officers, the Board, whose determination shall
be conclusive and binding.


 


“Change of Control,”
unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes
of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the
occurrence of any of the following events:


 


(a) an
acquisition by any Entity of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than [50]%
of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of
a conversion privilege where the security being so converted was not acquired directly from the Company by the party exercising the conversion
privilege, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained
by the Company or any Related Company and (iv) any acquisition by any Entity pursuant to a transaction that meets the conditions of clauses
(i), (ii) and (iii) set forth in the definition of Company Transaction;


 






    A-1


     


    

 


(b) a
change in the composition of the Board during any two-year period such that the individuals who, as of the beginning of such two-year
period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to
the beginning of the two-year period, whose election, or nomination for election by the Company’s stockholders, was approved by
a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed
to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided
further, however, that any such individual whose initial assumption of office occurs as a result of or in connection with an actual or
threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of an Entity other than the Board shall not be considered a member of the Incumbent Board; or


 


(c) the
consummation of a Company Transaction.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time.


 


“Committee” has the meaning
set forth in Section 3.1.


 


“Common Stock” means the
common stock, par value $0.00001 per share, of the Company.


 


“Company” means CYNGN
Inc., a Delaware corporation.


 


“Company Transaction,”
unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes
of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation
of:


 


(a) a
merger, consolidation or similar corporate transaction of the Company in which the Company merges or otherwise combines with or into any
other company;


 


(b) a
statutory share exchange pursuant to which all of the Company’s outstanding shares are acquired or a sale in one transaction or
a series of transactions undertaken with a common purpose of all of the Company’s outstanding voting securities; or


 


(c) a
sale, lease, exclusive license, exchange or other disposition in one transaction, or a series of related transactions undertaken with
a common purpose, of all or substantially all of the Company’s assets,


 


excluding, however, in each case, any such transaction
pursuant to which


 


(i) the Entities who
are the beneficial owners of the Outstanding Company Voting Securities immediately prior to such transaction will beneficially own, directly
or indirectly, at least [50]% of the combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors of the Successor Company in substantially the same proportions as their ownership, immediately prior to such transaction,
of the Outstanding Company Voting Securities;


 






    A-2


     


    

 


(ii) no Entity (other
than the Company, any employee benefit plan (or related trust) of the Company, a Related Company or a Successor Company) will beneficially
own, directly or indirectly, more than [50]% of the combined voting power of the outstanding voting securities of the Successor Company
entitled to vote generally in the election of directors, unless such ownership resulted solely from ownership of securities of the Company
prior to such transaction; and


 


(iii) individuals who
were members of the Incumbent Board will immediately after the consummation of such transaction constitute at least a majority of the
members of the board of directors of the Successor Company.


 


Where a series of transactions undertaken with
a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such
transactions is consummated.


 


“Compensation Committee”
means the Compensation Committee of the Board.


 


“Disability,” unless otherwise
defined by the Committee for purposes of the Plan or in the instrument evidencing an Award or in a written employment, services or other
agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that
is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes
the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial
gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or,
in the case of directors and executive officers, the Committee, each of whose determination shall be conclusive and binding.


 


“Effective Date” has the
meaning set forth in Section 19.


 


“Eligible Person” means
any person eligible to receive an Award as set forth in Section 5.


 


“Entity” means any individual,
entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.


 


“Fair Market Value” means
the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last
preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as
it may establish.


 


“Grant Date” means the
later of (a) the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date
specified by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions
to the exercisability or vesting of Awards shall not defer the Grant Date.


 






    A-3


     


    

 


“Incentive Stock Option”
means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes
of Section 422 of the Code or any successor provision.


 


“Incumbent Board” has
the meaning set forth in the definition of “Change in Control.”


 


“Nonqualified Stock Option”
means an Option other than an Incentive Stock Option.


 


“Option” means a right
to purchase Common Stock granted under Section 7.


 


“Option Expiration Date”
means the last day of the maximum term of an Option.


 


“Option Term” means the
maximum term of an Option as set forth in Section 7.3.


 


“Outstanding Company Common Stock”
has the meaning set forth in the definition of “Change in Control.”


 


“Outstanding Company Voting Securities”
has the meaning set forth in the definition of “Change in Control.”


 


“Parent Company” means
a company or other entity which as a result of a Company Transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries.


 


“Participant” means any
Eligible Person to whom an Award is granted.


 


“Performance Award” means an
Award of Performance Shares or Performance Units granted under Section 11.


 


“Performance Share” means
an Award of units denominated in shares of Common Stock granted under Section 11.1.


 


“Performance Unit” means
an Award of units denominated in cash or property other than shares of Common Stock granted under Section 11.2.


 


“Plan” means the CYNGN
Inc. 2021 Incentive Plan.


 


“Prior Plan” has the meaning
set forth in Section 4.1(c).


 


“Related Company” means
any entity that, directly or indirectly, is in control of, is controlled by or is under common control with the Company.


 


“Restricted Stock” means
an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed
by the Committee.


 


“Restricted Stock Unit”
means a Stock Unit subject to restrictions prescribed by the Committee.


 


“Retirement,” unless otherwise
defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the
Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the Committee or the Company’s chief
human resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date
the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the Code.


 






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“Section 409A” means Section
409A of the Code.


 


“Securities Act” means
the Securities Act of 1933, as amended from time to time.


 


“Stock Appreciation Right”
or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified
number of shares of Common Stock over the grant price.


 


“Stock Award” means an
Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed
by the Committee.


 


“Stock Unit” means an
Award denominated in units of Common Stock granted under Section 10.


 


“Substitute Awards” means
Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired
Entity.


 


“Successor Company” means
the surviving company, the successor company, the acquiring company or the Parent Company, as applicable, in connection with a Change
of Control.


 


“Termination of Service,”
unless the Plan Administrator determines otherwise with respect to an Award, means a termination of employment or service relationship
with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement.
Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination
of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect
to directors and executive officers, by the Board, whose determination shall be conclusive and binding. Transfer of a Participant’s employment
or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an
Award. Unless the Board determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service
relationship is with an entity that has ceased to be a Related Company. A Participant’s change in status from an employee of the Company
or a Related Company to a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company, or
a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an
employee of the Company or a Related Company, shall not be considered a Termination of Service.


 


“Vesting Commencement Date”
means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.


 




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PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS

SUMMARY PAGE


 


	
    Date of

    Board Action
	 	
    

    Action
	 	
    Section/Effect
    of

 Amendment
	 	
    Date of 

Stockholder


    Approval

	September __, 2021	 	Initial Plan Adoption	 	 	 	September __, 2021