MERRIMAN HOLDINGS, INC.


 


2012 STOCK INCENTIVE PLAN


 


	1.	Purpose


 


The purpose of this 2012 Stock Incentive
Plan (the “Plan”) of Merriman Holdings, Inc., a Delaware corporation (the “Company”), is to advance the
interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons
who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities
and performance-based incentives that are intended to align their interests with those of the Company’s stockholders. Except
where the context otherwise requires, the term “Company” shall include any of the Company’s present or future
parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended,
and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation,
joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors
of the Company (the “Board”).


 


	2.	Eligibility


 


All of the Company’s employees, officers,
directors, consultants and advisors are eligible to receive stock options (“Options”), stock appreciation rights (“SARs”),
restricted stock, restricted stock units and other stock-based awards (each, an “Award”) under the Plan. Each person
who receives an Award under the Plan is deemed a “Participant.”


 


	3.	Administration and Delegation


 


(a) Administration by Board of Directors.
The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such
administrative rules, guidelines, and practices relating to the Plan, as it shall deem advisable. The Board may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient
to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be
made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the
Plan or in any Award. Notwithstanding the foregoing, only the Nominations and Corporate Governance Committee of the Board shall
be responsible for the determination of Awards that may be granted to directors who are not employees of the Company at the time
of grant. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination
relating to or under the Plan made in good faith.


 


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


 


(c) Delegation to Officers. To the
extent permitted by applicable law, the Board may delegate to one or more officers of the Company, either individually or in an
Executive Committee, the power to grant Awards to employees or officers of the Company or any of its present or future subsidiary
corporations and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the
terms of the Awards to be granted by such officers and Executive Committee (including the exercise price of such Awards, which
may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the
officers or Executive Committee may grant; provided further, however, that no officer or Executive Committee shall be authorized
to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1
under the Exchange Act).


 






    	 



    	 



    
 


 


	4.	Stock Available for Awards; Vesting


 


(a) Number of Shares. Subject to adjustment
under Section 9, Awards may be made under the Plan for up to 4,619,669
shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). If any Award expires
or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as
the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant
to a contractual repurchase right) or results in any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan. Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.


 


(b) Vesting.


 


(1) The Board may, in its discretion, make
Awards of Stock Option, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock Based Awards which
are fully vested upon grant, or may make awards subject to vesting.  Unless the Board determines otherwise at the time
of grant, any awards to new employees which are initial grants made upon hiring shall vest at the rate of 25% after one year, and
the balance in equal monthly installments over the following three years, and any additional grants made to the same individual
shall vest in equal monthly installments over four years.  Unless the Board determines otherwise at the time of grant,
awards that vest upon the passage of time and provide for accelerated vesting based on performance shall not vest prior to the
first anniversary of the date of grant.


 


	5.	Stock Options


 


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


 


(b) Incentive Stock Options. This
Plan is not intended to be used to grant “incentive stock options” as defined in Section 422 of the Code (an “Incentive
Stock Option”) and it does not qualify under current law and regulation to grant Incentive Stock Options. Thus, all grants
hereunder are not intended to be Incentive Stock Options and shall be designated “Nonqualified Stock Options.” The
Company shall have no liability to a Participant, or any other party, based on options grants not qualifying to be Incentive Stock
Options.


 


(c) Exercise Price. The Board shall
establish the exercise price of each Option and specify such exercise price in the applicable option agreement; provided, however,
that the exercise price shall not be less than 100% of the Fair Market Value (as defined below) at the time the Option is granted.


 


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


 


(e) Exercise of Option. Options may
be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice
(including electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number
of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company following
exercise either as soon as practicable or, subject to such conditions as the Board shall specify, on a deferred basis (with the
Company’s obligation to be evidenced by an instrument providing for future delivery of the deferred shares at the time or
times specified by the Board).


 


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






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


 


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


 


(3) when the Common Stock is registered under
the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined
by (or in a manner approved by) the Board (“Fair Market Value”), provided (i) such method of payment is then permitted
under applicable law; (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such
minimum period of time, if any, as may be established by the Board in its discretion; and (iii) such Common Stock is not subject
to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;


 


(4) to the extent permitted by applicable
law and by the Board, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board,
or (ii) payment of such other lawful consideration as the Board may determine; or


 


(5) by any combination of the above permitted
forms of payment.


 


(g) Substitute Options. In connection
with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity,
the Board may grant Options in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Options may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any
limitations on Options contained in the other sections of this Section 5 or in Section 2. Substitute Options shall not
count against the overall share limit set forth in Section 4(a), except as may be required by reason of Section 422 and
related provisions of the Code.


 


	6.	Stock Appreciation Rights.


 


(a) General. A Stock Appreciation
Right, or SAR, is an Award entitling the holder, upon exercise, to receive an amount in Common Stock or cash or a combination thereof
(such form to be determined by the Board) determined in whole or in part by reference to appreciation, from and after the date
of grant, in the fair market value of a share of Common Stock. SARs may be based solely on appreciation in the fair market value
of Common Stock or on a comparison of such appreciation with some other measure of market growth such as (but not limited to) appreciation
in a recognized market index. The date as of which such appreciation or other measure is determined shall be the exercise date
unless another date is specified by the Board in the SAR Award.


 


(b) Grants. SARs may be granted in
tandem with, or independently of, Options granted under the Plan.


 


(c) Exercise. SARs may be exercised
by delivery to the Company of a written notice of exercise signed by the proper person, or by any other form of notice (including
electronic notice) approved by the Board, together with any other documents required by the Board.


 


	7.	Restricted Stock; Restricted Stock Units.


 


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






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(b) Waiver of Vesting.


 


(1) Notwithstanding any other provision of
this Plan, the Board may, in its discretion, either at the time a Restricted Stock Award is made or at any time thereafter, waive
its right to repurchase shares of Common Stock (or waive the forfeiture thereof) or remove or modify any part or all of the restrictions
applicable to the Restricted Stock Award, provided that the Board may only exercise such rights in extraordinary circumstances
which shall include, without limitation, death or disability of the Participant; estate planning needs of the Participant; a merger,
consolidation, sale, reorganization, recapitalization, or change in control of the Company; or any other nonrecurring significant
event affecting the Company, a Participant or the Plan.


 


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


 


(d) Stock Certificates. Any stock
certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant and, unless otherwise
determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates
no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner
determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s
death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, “Designated
Beneficiary” shall mean the Participant’s estate.


 


	8.	Other Stock-Based Awards.


 


Other Awards of shares of Common Stock, and
other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property,
may be granted hereunder to Participants (“Other Stock Unit Awards”), including without limitation Awards entitling
recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock Unit Awards shall also be available
as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a
Participant is otherwise entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Board shall determine.
Subject to the provisions of the Plan, the Board shall determine the conditions of each Other Stock Unit Award, including any purchase
price applicable thereto.


 


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


 


(a) Changes in Capitalization. In
the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of
shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than
an ordinary cash dividend, (i) the number and class of securities available under this Plan; (ii) the sub-limits set
forth in Section 4(b); (iii) the number and class of securities and exercise price per share of each outstanding Option;
(iv) the share- and per-share provisions of each SAR; (v) the repurchase price per share subject to each outstanding
Restricted Stock Award; and (vi) the share- and per-share-related provisions of each outstanding Other Stock Unit Award, shall
be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent determined by the Board.


 


 (b) Reorganization Events.


 


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






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(2) Consequences of a Reorganization Event
on Awards Other than Restricted Stock Awards. In connection with a Reorganization Event, the Board shall take any one or more
of the following actions as to all or any outstanding Awards on such terms as the Board determines: (i) provide that Awards
shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof); (ii) upon written notice to a Participant, provide that the Participant’s unexercised Options or other unexercised
Awards shall become exercisable in full and will terminate immediately prior to the consummation of such Reorganization Event unless
exercised by the Participant within a specified period following the date of such notice; (iii) provide that outstanding Awards
shall become realizable or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon
such Reorganization Event; (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition
Price”), make or provide for a cash payment to a Participant equal to (a) the Acquisition Price times the number of
shares of Common Stock subject to the Participant’s Options or other Awards (to the extent the exercise price does not exceed
the Acquisition Price) minus (b) the aggregate exercise price of all such outstanding Options or other Awards, in exchange
for the termination of such Options or other Awards; (v) provide that, in connection with a liquidation or dissolution of
the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise price thereof);
and (vi) any combination of the foregoing.


 


For purposes of clause (i) above, an
Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase,
for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each
share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or
succeeding corporation (or an affiliate thereof) equivalent in value to the per share consideration received by holders of outstanding
shares of Common Stock as a result of the Reorganization Event.


 


To the extent all or any portion of an Option
becomes exercisable solely as a result of clause (ii) above, the Board may provide that upon exercise of such Option the Participant
shall receive shares subject to a right of repurchase by the Company or its successor at the Option exercise price; such repurchase
right (a) shall lapse at the same rate as the Option would have become exercisable under its terms; and (b) shall not
apply to any shares subject to the Option that were exercisable under its terms without regard to clause (ii) above.


 


(3) Consequences of a Reorganization Event
on Restricted Stock Awards. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company,
the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the
Company’s successor and shall apply to the cash, securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common Stock
subject to such Restricted Stock Award. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution
of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Award
or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock Awards then
outstanding shall automatically be deemed terminated or satisfied.


 






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	10.	General Provisions Applicable to Awards


 


(a) Transferability of Awards. Awards
shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily
or by operation of law, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order,
and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, that the Board may permit
or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family
member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member
thereof if, with respect to such proposed transferee, the Company would be eligible to use a Form S-8 for the registration of the
sale of the Common Stock subject to such Award under the Securities Act of 1933, as amended; provided, further, that the Company
shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as
a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming
that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.


 


(b) Documentation. Each Award shall
be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Such written instrument may be in the
form of an agreement signed by the Company and the Participant or a written confirming memorandum to the Participant from the Company.
Each Award may contain terms and conditions in addition to those set forth in the Plan.


 


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


 


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


 


(e) Withholding. Each Participant
shall pay to the Company, or make provision satisfactory to the Company for payment of, any taxes required by law to be withheld
in connection with an Award to such Participant. Except as the Board may otherwise provide in an Award, for so long as the Common
Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of shares
of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided,
however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax
obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding
rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares
surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements. The Company may deduct, to the extent permitted by law, any such tax obligations from any payment of any
kind otherwise due to a Participant.


 


(f) Amendment of Award. The Board
may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the
same or a different type, changing the date of exercise or realization, provided that the Participant’s consent to such action
shall be required unless the Board determines that the action, taking into account any related action, would not materially and
adversely affect the Participant.


 


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






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(h) Acceleration. Except as otherwise
provided in Section 7, the Board may at any time provide that any Award shall become immediately exercisable in full or in
part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.


 


(i) Book Entry. Notwithstanding anything
to the contrary in this Plan, the Company may, in lieu of issuing a stock certificate representing any shares of Common Stock issued
pursuant to the Plan, have such shares held in book entry by the Company’s transfer agent in the name of the Participant.


 


(j)    Performance
Awards. Awards under the Plan may be made subject to the achievement of performance goals rather than time based vesting.


 


 


	11.	Miscellaneous


 


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


 


(b) No Rights As Stockholder. Subject
to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with
respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the
exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend
(rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the
distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect
to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding
as of the close of business on the record date for such stock dividend.


 


(c) Effective Date and Term of Plan.
The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after
the completion of 10 years from the date on which the Plan was adopted by the Board, but Awards previously granted may extend beyond
that date.


 


(d) Amendment of Plan. The Board may
amend, suspend or terminate the Plan or any portion thereof at any time.


 


(e) Provisions for Foreign Participants.
The Board may modify Awards or Options granted to Participants who are foreign nationals or employed outside the United States
or establish sub-plans or procedures under the Plan to recognize differences in laws, rules, regulations or customs of such foreign
jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


(f) Compliance With Code Section 409A.
No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Board,
at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. 


 


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




 


 






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