Exhibit 10.6


 


QUALTEK
SERVICES INC.

2022 LONG-TERM INCENTIVE PLAN


 


Article I


PURPOSE; EFFECTIVE DATE; TERM


 


Section 1.1            Purpose.
The purpose of the QualTek Services Inc. 2022 Long-Term Incentive Plan is to enhance the profitability and value of the Company for the
benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to attract,
retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Stockholders.


 


Section 1.2            Effective
Date. The Plan is effective as of February 14, 2022 (the “Effective Date”), which is the date of its adoption
by the Board, subject to the approval of the Plan by the Stockholders in accordance with Applicable Law.


 


Section 1.3            Term.
No Award may be granted on or after the 10th anniversary of the earlier of the Effective Date or the date of Stockholder approval of the
Plan, but Awards granted before such 10th anniversary may extend beyond that date.


 


Article II


DEFINITIONS


 


For purposes of the Plan,
the following terms will have the following meanings:


 


“Affiliate”
means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade, or business that is directly
or indirectly controlled 50% or more (whether by ownership of stock, assets, or an equivalent ownership interest or voting interest) by
the Company or any Affiliate; (d) any trade or business that directly or indirectly controls 50% or more (whether by ownership of
stock, assets, or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company
or any Affiliate has a material equity interest and that is designated as an “Affiliate” by resolution of the Committee; provided,
however, that “Affiliate” will not include other portfolio companies of any fund controlled by Brightstar Capital Partners
or any of its affiliates that are not Parents or Subsidiaries.


 


“Applicable Law”
means the requirements related to or implicated by the administration or operation of the Plan under United States federal and applicable
state laws (including corporate, securities, tax, and employment laws, and the Code), any stock exchange or quotation system on which
the Shares are listed or quoted, and the applicable laws of any foreign country or jurisdiction where Awards are granted.


 


“Award”
means any award granted under the Plan of any Stock Option, Stock Appreciation Right, Restricted Shares, Performance Award, Other Share-Based
Award, or Other Cash-Based Award. All Awards will be granted by, confirmed by, and subject to the terms and conditions of, a written Award
Agreement executed by the Company and the Participant.


 






    	 		 



     


    

 


“Award Agreement”
means the written or electronic agreement setting forth the terms and conditions applicable to an Award.


 


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


 


“Business Combination”
has the meaning set forth in Section 10.2(c).


 


“Cause”
means, as determined by the Company, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to an
Eligible Employee’s or Consultant’s Separation from Service, the following: (a) in the case where there is no employment
agreement, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an Affiliate and the
Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or
words of like import)), a Participant’s (i) insubordination, material dishonesty, fraud, moral turpitude, negligence or willful
misconduct, refusal to perform the Participant’s duties or responsibilities (for any reason other than illness or incapacity), (ii) repeated
or material violation of any policies of the Company, including, but not limited to, those relating to sexual harassment, ethics, discrimination,
or the disclosure or misuse of confidential information, or violation or breach of any confidentiality agreement, work product agreement,
or other agreement between the Participant and the Company, (iii) plea of guilty or nolo contendere to, conviction of, or
indictment for, any crime (whether or not involving the Company or its Affiliates) (A) constituting a felony or (B) that has,
or could reasonable expected result in, and adverse impact on the performance of the Participant’s duties to the Company or any
of its Affiliates, (iv) misappropriation of any assets or business opportunities of the Company or its Affiliates; or (b) in
the case where there is an employment agreement, consulting agreement, change in control agreement, or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like
import), “cause” as defined under such agreement. Notwithstanding any foregoing term or condition of this definition of Cause,
with respect to a Non-Employee Director, “Cause” means an act or failure to act that constitutes cause for removal of a director
under applicable Delaware law.


 


“Change in Control”
has the meaning set forth in Section 11.2.


 


“Change in Control
Price” has the meaning set forth in Section 11.1.


 


“Closing”
means the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of June 16, 2021,
by and among (i) Roth CH Acquisition III Co. a Delaware corporation, (ii) Roth CH III Blocker Merger Sub, LLC , a Delaware limited
liability company, (iii) BCP QualTeK Investors, LLC, a Delaware limited liability company, (iv) Roth CH III Merger Sub, LLC,
a Delaware limited liability company, (v) BCP QualTek HoldCo, LLC, a Delaware limited liability company and (vi) BCP QualTek,
LLC, a Delaware limited liability company.


 






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“Code”
means the Internal Revenue Code of 1986, as amended from time to time, including the rules and regulations thereunder and any successor
provisions, rules, and regulations thereto.


 


“Committee”
means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board
to administer the Plan, “Committee” will be deemed to refer to the Board for all purposes under the Plan.


 


“Common Stock”
means the shares of common stock, par value $0.001 per share, of the Company.


 


“Company”
means QualTek Services Inc., a Delaware corporation, and its successors by operation of law.


 


“Consultant”
means an advisor or consultant to the Company or an Affiliate.


 


“Detrimental Conduct”
means, as reasonably determined by the Company, the Participant’s engaging in any of the following behaviors, provided that such
behavior causes or would be reasonably expected to cause material harm to the Company or an Affiliate: (a) any violation by the Participant
of a restrictive covenant agreement that the Participant has entered into with the Company or an Affiliate (covering, for example, confidentiality,
noncompetition, nonsolicitation, nondisparagement, etc.); (b) the commission of a criminal act by the Participant while employed
by or providing services to the Company or an Affiliate, whether or not performed in the workplace, that subjects, or if generally known
would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct by the Participant
while employed by or providing services to the Company or an Affiliate causing reputational harm to the Company or an Affiliate; (c) the
Participant’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate;
(d) the Participant’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s
policies, rules, or procedures; or (e) the Participant taking or maintaining trading positions that result in a need to restate financial
results in a subsequent reporting period or that result in a significant financial loss to the Company or an Affiliate.


 


“Disability”
means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Separation
from Service, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability will only be deemed
to occur at the time of the determination by the Committee of the Disability; provided, however, that, for Awards that are
subject to Section 409A, Disability means that a Participant is disabled within the meaning of Section 409A.


 


“Effective Date”
has the meaning set forth in Section 1.2.


 


“Eligible Employee”
means each employee of the Company or an Affiliate.


 


“Eligible Individual”
means each Eligible Employee, Non-Employee Director, or Consultant who is designated by the Committee as eligible to receive an Award.


 






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“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, including the rules and regulations thereunder and any successor
provisions, rules, and regulations thereto.


 


“Fair Market Value”
means, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date as reported
on the principal stock exchange in the United States on which the Common Stock is then listed, or if the Common Stock is not listed, or
otherwise reported or quoted, the Committee will determine the Fair Market Value taking into account the requirements of Section 409A.
For purposes of the grant of any Award, the applicable date will be the trading day immediately before the date on which the Award is
granted. For purposes of the purchase of any Award, the applicable date will be the date a notice of purchase is received by the Company
or, if not a day on which the applicable market is open, the next day that it is open. Notwithstanding the foregoing, the Committee may
use any alternative definition of Fair Market Value that it determines should be used in connection with the grant, exercise, vesting,
settlement, or payment of any Award. Such alternative definition may include a price that is based on the opening, actual, high, low,
or average selling prices of the Common Stock on the applicable stock exchange on the given date, the trading day preceding the given
date, the trading day next succeeding the given date, or an average of trading days.


 


“Family Member”
of a Participant means the Participant’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships,
any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons have more than
50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other
entity in which these persons (or the Participant) own more than 50% of the voting interests.


 


“GAAP”
means the U.S. Generally Accepted Accounting Principles, as in effect from time to time.


 


“Incentive Stock
Option” or “ISO” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries,
or any Parent intended to be, qualifying, and designated as an “incentive stock option” within the meaning of Section 422
of the Code.


 


“Incumbent Directors”
has the meaning set forth in Section 11.2(b).


 


“Lead Underwriter”
has the meaning set forth in Section 13.21.


 


“Lock-Up Period”
has the meaning set forth in Section 13.21.


 


“Non-Employee Director”
means a member of the Board or the board of directors of an Affiliate who is not an active employee of the Company or an Affiliate.


 


“Nonqualified Stock
Option” means any Stock Option that is not an ISO.


 


“Other Cash-Based
Award” means an award granted to an Eligible Individual under Section 10.3 that is payable in cash at the time or
times and subject to the terms and conditions determined by the Committee.


 






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“Other Share-Based
Award” means an award granted to an Eligible Individual under Article X that is valued in whole or in part by reference
to, or is payable in or otherwise based on, Common Stock, including an award valued by reference to an Affiliate. Other Share-Based Awards
may include RSUs.


 


“Parent”
means any parent corporation of the Company within the meaning of Section 424(e) of the Code.


 


“Participant”
means an Eligible Individual who has been granted, and holds, an Award.


 


“Performance Award”
means an award granted to an Eligible Individual under Article IX contingent upon achieving specified Performance Goals.


 


“Performance Goals”
means goals established by the Committee as contingencies for Awards to vest or become exercisable or distributable, which may be based
on business objectives or other measures of performance as the Committee, in its discretion, deems appropriate. Performance Goals may
differ among Awards granted to any one Participant or to different Participants. The Committee may also designate additional business
objectives on which the Performance Goals may be based and adjust, modify, or amend the aforementioned business objectives.


 


“Performance Period”
means the designated period during which Performance Goals must be satisfied with respect to a Performance Award.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization, or a government or any branch, department, agency, political subdivision, or official thereof.


 


“Plan”
means this QualTek Services Inc. 2022 Long-Term Incentive Plan.


 


“Proceeding”
has the meaning set forth in Section 13.10.


 


“Restricted Shares”
means restricted Shares granted to an Eligible Individual under Article VIII.


 


“Restriction Period”
has the meaning set forth in Section 8.3(a).


 


“RSUs”
has the meaning set forth in Section 10.1.


 


“Rule 16b-3”
means Rule 16b-3 under Section 16(b) of the Exchange Act.


 


“Section 409A”
means Code Section 409A.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, including the rules and regulations thereunder and any successor
provisions, rules, and regulations thereto.


 






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“Separation from
Service” means, unless otherwise determined by the Committee or the Company, the termination of the applicable Participant’s
employment with, and performance of services for, the Company and all Affiliates, including by reason of the fact that the Participant’s
employer or other service recipient ceases to be an Affiliate of the Company. Unless otherwise determined by the Company, if a Participant’s
employment or service with the Company or an Affiliate terminates but the Participant continues to provide services to the Company or
an Affiliate in a Non-Employee Director capacity or as an Eligible Employee or Consultant, as applicable, such change in status will not
be considered a Separation from Service. Approved temporary absences from employment because of illness, vacation, or leave of absence
and transfers among the Company and its Affiliates will not be considered Separations from Service. Notwithstanding the foregoing definition
of Separation from Service, with respect to any Award that constitutes nonqualified deferred compensation under Section 409A, “Separation
from Service” means a “separation from service” within the meaning of Section 409A.


 


“Share”
means a share of Common Stock.


 


“Share Reserve”
has the meaning set forth in Section 4.1.


 


“Stock Appreciation
Right” means a right granted to an Eligible Individual under Article VII to receive an amount in cash or Shares
equal to the difference between (a) the Fair Market Value of a Share on the date such right is exercised and (b) the per Share
exercise price of such right.


 


“Stock Option”
means an option to purchase Shares granted to an Eligible Individual under Article VI.


 


“Stockholder”
means a stockholder of the Company.


 


“Subsidiary”
means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.


 


“Substitute Award”
has the meaning set forth in Section 4.1.


 


“Ten Percent Stockholder”
means a Person owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, its Subsidiaries,
or any Parent.


 


“Transfer”
means (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance, or other disposition,
whether for value or no value and whether voluntary or involuntary, and (b) when used as a verb, to directly or indirectly transfer,
sell, assign, pledge, encumber, charge, hypothecate, or otherwise dispose of, whether for value or for no value and whether voluntarily
or involuntarily. The terms “Transferred” and “Transferable” have a correlative meaning under the
Plan.


 






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Article III


ADMINISTRATION


 


Section 3.1            Committee.
The Plan will be administered and interpreted by the Committee; provided that the Board will retain the right to exercise the authority
of the Committee to the extent consistent with Applicable Law. To the extent required by Applicable Law, it is intended that each member
of the Committee will qualify as (a) a “non-employee director” under Rule 16b-3 and (b) an “independent
director” under the rules of the principal stock exchange in the United States on which the Common Stock is then listed, as
applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee before
such determination will be valid despite such failure to qualify.


 


Section 3.2            Grants
of Awards. The Committee will have full authority to grant, under the terms and conditions of the Plan, to Eligible Individuals: Stock
Options, Stock Appreciation Rights, Restricted Shares, Performance Awards, Other Share-Based Awards, and Other Cash-Based Awards. In particular,
the Committee will have the authority:


 


(a)           to
select the Eligible Individuals to whom Awards may be granted;


 


(b)           to
determine whether and to what extent Awards, or any combination thereof, are to be granted to one or more Eligible Individuals;


 


(c)           to
determine the number of Shares to be covered by each Award;


 


(d)           to
determine the terms and conditions, not inconsistent with the terms and conditions of the Plan, of all Awards;


 


(e)           to
determine the amount of cash to be covered by each Award;


 


(f)            to
determine whether, to what extent, and under what circumstances grants of Stock Options and other Awards are to operate on a tandem basis
or in conjunction with or apart from other awards made by the Company outside of the Plan;


 


(g)           to
determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock, or Restricted Shares under Section 6.3(d);


 


(h)           to
determine whether a Stock Option is an ISO or Nonqualified Stock Option;


 


(i)            to
impose a “blackout” period during which Stock Options and/or Stock Appreciation Rights may not be exercised;


 


(j)            to
determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of Shares acquired
upon the exercise of an Award for a period of time as determined by the Committee after the date of the acquisition of such Award;


 






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(k)           to
modify, extend, or renew an Award, subject to Section 6.3(g) and Article XII; and


 


(l)            solely
to the extent permitted by Applicable Law, to determine whether, to what extent, and under what circumstances to provide loans (which
may be on a recourse basis and bear interest at the rate the Committee may determine) to Participants in order to exercise Stock Options.


 


Section 3.3            Guidelines.
Subject to Article XII, the Committee will have the authority to adopt, alter, and repeal such administrative rules, guidelines,
and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by Applicable
Law and not inconsistent with the Plan), as it may deem advisable; to construe and interpret the Plan, all Awards, and all Award Agreements
(and in each case any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct
any defect, supply any omission, or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to
the extent it deems necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special terms and conditions for
Persons who are residing in, or employed in, or subject to the taxes of, any domestic or foreign jurisdictions to comply with Applicable
Law. Notwithstanding the foregoing terms and conditions of this Section 3.3, no action of the Committee under this Section 3.3
may materially impair the rights of any Participant under the Plan or any Award without the Participant’s consent. To the extent
applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3, and the Plan will be limited, construed,
and interpreted in a manner so as to comply therewith.


 


Section 3.4            Sole
Discretion; Decisions Final. Any decision, interpretation, or other action made or taken by or at the direction of the Company, the
Board, or the Committee (or any of their members) arising out of or in connection with the Plan will be within the sole and absolute discretion
of all and each of them, as the case may be, and will be final, binding, and conclusive on the Company and all employees and Participants
and their respective heirs, executors, administrators, successors, and assigns and all other Persons having an interest in the Plan.


 


Section 3.5            Designation
of Consultants; Delegation of Authority.


 


(a)            The
Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and
may grant authority to officers to grant Awards and execute agreements and other documents on behalf of the Committee, in each case to
the extent permitted by Applicable Law. In the event of any designation of authority hereunder, subject to Applicable Law and any terms
and conditions imposed by the Committee in connection with such designation, such designee or designees will have the power and authority
to take such actions, exercise such powers, and make such determinations that are otherwise specifically designated to the Committee hereunder.


 






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(b)           The
Committee may employ such legal counsel, consultants, and agents as it may deem desirable for the administration of the Plan and may rely
upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses
incurred by the Committee or the Board in the engagement of any such counsel, consultant, or agent will be paid by the Company. The Committee,
its members, and any Person designated under Section 3.5(a) will not be liable for any action or determination made in
good faith with respect to the Plan. To the maximum extent permitted by Applicable Law, no officer of the Company or member or former
member of the Committee or of the Board will be liable for any action or determination made in good faith with respect to the Plan or
any Award.


 


(c)            The
Committee may delegate any or all of its powers and duties under the Plan to a subcommittee of directors or to any officer of the Company,
including the power to perform administrative functions and grant Awards, provided that such delegation does not (i) violate Applicable
Law, or (ii) result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16
of the Exchange Act in respect of the Company. Upon any such delegation, all references in the Plan to the “Committee,” shall
be deemed to include any subcommittee or officer of the Company to whom such powers have been delegated by the Committee. Any such delegation
shall not limit the right of such subcommittee members or such an officer to receive Awards. The Committee may also appoint agents who
are not executive officers of the Company or members of the Board to assist in administering the Plan, provided, however, that such individuals
may not be delegated the authority to grant or modify any Awards that will, or may, be settled in Shares.


 


Section 3.6            Indemnification.
To the maximum extent permitted by Applicable Law and the Certificate of Incorporation and By Laws of the Company and to the extent not
covered by insurance directly insuring such Person, each officer and employee of the Company and each Affiliate and member or former member
of the Committee and the Board will be indemnified and held harmless by the Company against all costs and expenses and liabilities, and
advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission
to act in connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s,
member’s, or former member’s own fraud or bad faith. Such indemnification will be in addition to any right of indemnification
the employees, officers, directors, or members or former officers, directors, or members may have under Applicable Law or under the Certificate
of Incorporation or By Laws of the Company or an Affiliate. Notwithstanding any other term or condition of the Plan, this indemnification
will not apply to the actions or determinations made by an individual with regard to Awards granted to himself or herself.


 






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Article IV


SHARE LIMITATION


 


Section 4.1            Shares.


 


(a)           Share
Limits and Counting. The maximum number of Shares available for issuance under the Plan may not exceed 7,472,201 Shares (subject
to any increase or decrease under this Section 4.1 or Section 4.2) (the “Share Reserve”).
The Share Reserve may consist of authorized and unissued Shares and Shares held in or acquired for the treasury of the Company. The
Share Reserve will automatically increase on each January 1 that occurs after the Effective Date, for 10 years, by an
amount equal to the lesser of (i) the lesser of (x) 2% of the total number of Shares outstanding on December 31 of
the preceding calendar year and (y) such number of Shares that would result in the number of Shares in the Share Reserve being
equal to 12.5% of the aggregate number of Shares outstanding as of the final day of the immediately preceding calendar year, and
(ii) such lesser number as may be determined by the Board. The maximum number of Shares with respect to which ISOs may be
granted is 7,472,201 Shares. With respect to Stock Appreciation Rights settled in Shares, upon settlement, only the number of
Shares delivered to a Participant will count against the Share Reserve. If any Stock Option, Stock Appreciation Right, or Other
Share-Based Award expires, terminates, or is cancelled for any reason without having been exercised in full, the number of Shares
underlying such Award will be added back to the Share Reserve. If any Restricted Shares, Performance Awards, or Other Share-Based
Awards denominated in Shares are forfeited for any reason, the number of Shares underlying such Award will be added back to the
Share Reserve. Any Award settled in cash will not count against the Share Reserve. If Shares issuable upon exercise, vesting, or
settlement of an Award, or Shares owned by a Participant (that are not subject to any pledge or other security interest), are
surrendered or tendered to the Company in payment of the purchase or exercise price of an Award or any taxes required to be withheld
in respect of an Award, in each case, in accordance with the terms of the Plan, such surrendered or tendered Shares will be added
back to the Share Reserve. Awards may be granted in assumption of, or in substitution for, outstanding awards previously granted by
an entity acquired by the Company or with which the Company combines (“Substitute Awards”). Substitute Awards
will not count against the Share Reserve; provided that Substitute Awards issued in connection with the assumption of, or in
substitution for, outstanding Stock Options intended to qualify as ISOs will count against the ISO limit above. Subject to
applicable stock exchange requirements, available shares under a stockholder-approved plan of an entity acquired by the Company or
with which the Company combines (as appropriately adjusted to reflect such acquisition or transaction) may be used for Awards and
will not count against the Share Reserve.


 


(b)            Annual
Non-Employee Director Award Limitation. The maximum value of Awards granted during any calendar year to any Non-Employee Director,
taken together with any cash fees paid to that Non-Employee Director during the calendar year and the value of awards granted to the Non-Employee
Director under any other compensation plan of the Company or any Affiliate during the calendar year, may not exceed $700,000 in total
value (based on the Fair Market Value of the Shares underlying the Award as of the grant date for Restricted Shares and Other Share-Based
Awards, and based on the grant date fair value for accounting purposes for Stock Options and Stock Appreciation Rights).


 


Section 4.2            Changes.


 


(a)            The
existence of the Plan and any Awards will not affect in any way the right or power of the Board, the Committee, or the Stockholders to
make or authorize (i) any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure
or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures,
or preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company
or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate, or (vi) any
other corporate act or proceeding.


 






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(b)           Subject
to Section 11.1:


 


(i)            In
the event of any change in the outstanding Common Stock or in the capital structure of the Company by reason of any stock split, reverse
stock split, recapitalization, reorganization, merger, consolidation, combination, division, exchange, spin off, extraordinary cash or
stock dividend, or other relevant change in capitalization, Awards will be equitably adjusted or substituted to the extent necessary to
preserve the economic intent of such Awards.


 


(ii)            Fractional
Shares resulting from any adjustment in Awards under this Section 4.2(b) will be aggregated until, and eliminated at,
the time of exercise or payment by rounding down to the nearest whole number. No cash settlements will be required with respect to fractional
Shares eliminated by rounding. Notice of any adjustment will be given by the Committee to each Participant whose Award has been adjusted
and such adjustment (whether or not such notice is given) will be effective and binding for all purposes of the Plan.


 


Section 4.3            Minimum
Purchase Price. Notwithstanding any other term or condition of the Plan, if authorized but previously unissued Shares are issued under
the Plan, such Shares may not be issued for a consideration that is less than as permitted under Applicable Law.


 


Article V


ELIGIBILITY


 


Section 5.1            General
Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards
and actual participation in the Plan will be determined by the Committee.


 


Section 5.2            ISOs.
Notwithstanding Section 5.1, only Eligible Employees of the Company, its Subsidiaries, and any Parent are eligible to be granted
ISOs.


 


Section 5.3            General
Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual must be conditioned upon such individual
actually becoming an Eligible Employee, Consultant, or Non-Employee Director, respectively.


 


Article VI


STOCK OPTIONS


 


Section 6.1            Stock
Options. Stock Options may be granted alone or in addition to other Awards. Each Stock Option will be either (a) an ISO or (b) a
Nonqualified Stock Option.


 


Section 6.2            Grants.
The Committee will have the authority to grant to any Eligible Employee one or more ISOs, Nonqualified Stock Options, or both types of
Stock Options. The Committee will have the authority to grant any Consultant or Non-Employee Director one or more Nonqualified Stock Options.
To the extent that any Stock Option does not qualify as an ISO, such Stock Option or the portion thereof that does not so qualify will
constitute a separate Nonqualified Stock Option.


 






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Section 6.3            Terms
and Conditions of Stock Options. Stock Options will be subject to terms and conditions, not inconsistent with the Plan, determined
by the Committee, and the following:


 


(a)           The
exercise price per Share subject to a Stock Option will be determined by the Committee at the time of grant; provided that the
per Share exercise price of a Stock Option may not be less than 100% (or, in the case of an ISO granted to a Ten Percent Stockholder,
110%) of the Fair Market Value of the Common Stock at the grant date.


 


(b)           The
term of each Stock Option will be fixed by the Committee; provided that no Stock Option may be exercisable more than 10 years
after the date the Stock Option is granted; and provided, further, that the term of an ISO granted to a Ten Percent Stockholder
may not exceed five years.


 


(c)           Unless
otherwise determined by the Committee in accordance with this Section 6.3, Stock Options will be exercisable at the time or
times and subject to the terms and conditions determined by the Committee at the time of grant. If the Committee provides that any Stock
Option is exercisable subject to certain terms and conditions, the Committee may waive those terms and conditions on the exercisability
at any time at or after the time of grant in whole or in part.


 


(d)           Subject
to whatever installment exercise and waiting period terms and conditions that may apply under Section 6.3(e), to the extent
vested, Stock Options may be exercised in whole or in part at any time during the Stock Option term by giving written notice of exercise
to the Company specifying the number of Shares to be purchased. Such notice must be accompanied by payment in full of the exercise price
as follows: (i) in cash or by check, bank draft, or money order payable to the Company; (ii) solely to the extent permitted
by Applicable Law, if the Common Stock is listed on a national stock exchange, and the Committee authorizes, through a procedure whereby
the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company
an amount equal to the exercise price; (iii) to the extent the Committee authorizes, having the Company withhold Shares issuable
upon exercise of the Stock Option, or by payment in full or in part in the form of Shares owned by the Participant, based on the Fair
Market Value of the Shares on the payment date; or (iv) on such other terms and conditions that may be acceptable to the Committee.
No Shares will be issued under the Plan until payment for those Shares has been made or provided for in accordance with the Plan.


 


(e)           No
Stock Option will be Transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options
will be exercisable, during the Participant’s lifetime, only by the Participant, except that the Committee may determine at the
time of grant or thereafter that a Nonqualified Stock Option that is otherwise not Transferable under this Section 6.3(e) is
Transferable to a Family Member in whole or in part on terms and conditions that are specified by the Committee. A Nonqualified Stock
Option that is Transferred to a Family Member under the preceding sentence (i) may not be subsequently Transferred other than by
will or by the laws of descent and distribution and (ii) remains subject to the Plan and the applicable Award Agreement. Any Shares
acquired upon the exercise of a Nonqualified Stock Option by a permissible transferee of a Nonqualified Stock Option or a permissible
transferee under a Transfer after the exercise of the Nonqualified Stock Option will be subject to the Plan and the applicable Award Agreement.


 






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(f)            To
the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which ISOs are
exercisable for the first time by an Eligible Employee during any calendar year under the Plan or any other stock option plan of the Company,
any Subsidiary, or any Parent exceeds $100,000, such Stock Options will be treated as Nonqualified Stock Options. In addition, if an Eligible
Employee does not remain employed by the Company, any Subsidiary, or any Parent at all times from the time an ISO is granted until three
months before the date of exercise thereof (or such other period as required by Applicable Law), such Stock Option will be treated as
a Nonqualified Stock Option. Should any term or condition of the Plan not be necessary for the Stock Options to qualify as ISOs, or should
any additional terms and conditions be required, the Committee may amend the Plan accordingly.


 


(g)           Subject
to the terms and conditions of the Plan, Stock Options will be evidenced by such form of agreement or grant as is approved by the Committee,
and the Committee may (i) modify, extend, or renew outstanding Stock Options, and (ii) accept the surrender of outstanding Stock
Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent
not theretofore exercised). Notwithstanding any other term or condition of the Plan, except in connection with a corporate transaction
involving the Company in accordance with Section 4.2, the repricing of Stock Options (and Stock Appreciation Rights) is prohibited
without prior approval of the Stockholders. For this purpose, a “repricing” means any of the following (or any other action
that has the same effect as any of the following): (A) any action that is treated as a “repricing” under GAAP and (B) repurchasing
for cash or cancelling a Stock Option or a Stock Appreciation Right at a time when its exercise price is greater than the Fair Market
Value of the underlying Shares in exchange for another Award. A cancellation and exchange under clause (B) would be considered
a “repricing” regardless of whether it is treated as a “repricing” under GAAP and regardless of whether it is
voluntary on the part of the Participant.


 


(h)           The
Committee may provide that a Stock Option include a term or condition whereby the Participant may elect at any time before the Participant’s
Separation from Service to exercise the Stock Option as to any part or all of the Shares subject to the Stock Option before the full vesting
of the Stock Option and such Shares will be subject to the terms and conditions of Article VIII and be treated as Restricted
Shares. Unvested Shares so exercised may be subject to a repurchase option in favor of the Company or to any other restriction the Committee
may determine.


 






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Section 6.4            Automatic
Exercise. The Committee may include a term or condition in an Award Agreement providing for the automatic exercise of a Nonqualified
Stock Option on a cashless basis on the last day of the term of such Stock Option if the Participant has failed to exercise the Nonqualified
Stock Option as of such date, with respect to which the Fair Market Value of the Shares underlying the Nonqualified Stock Option exceeds
the exercise price of such Nonqualified Stock Option on the date of expiration of such Stock Option, subject to Section 13.5.


 


Article VII


STOCK APPRECIATION RIGHTS


 


Section 7.1            Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights may be issued either alone or in tandem with Stock Options.
Stock Appreciation Rights will be subject to terms and conditions, not inconsistent with the Plan, determined by the Committee, and the
following:


 


(a)           The
exercise price per Share subject to a Stock Appreciation Right will be determined by the Committee at the time of grant; provided
that the per Share exercise price of a Stock Appreciation Right will not be less than 100% of the Fair Market Value of the Common Stock
at the time of grant.


 


(b)           The
term of each Stock Appreciation Right will be fixed by the Committee, but may not be greater than 10 years after the date the right
is granted.


 


(c)           Unless
otherwise determined by the Committee in accordance with this Section 7.1, Stock Appreciation Rights will be exercisable at
the time or times and subject to the terms and conditions determined by the Committee at the time of grant. If the Committee provides
that any such right is exercisable subject to certain terms and conditions, the Committee may waive those terms and conditions on the
exercisability at any time at or after grant in whole or in part.


 


(d)           Subject
to whatever installment exercise and waiting period terms and conditions apply under Section 7.1(c), Stock Appreciation Rights
may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise
to the Company specifying the number of Stock Appreciation Rights to be exercised.


 


(e)           Upon
the exercise of a Stock Appreciation Right, a Participant will be entitled to receive, for each right exercised, up to, but no more than,
an amount in cash or Common Stock (as chosen by the Committee) equal in value to the excess of the Fair Market Value of one Share on the
date that the right is exercised over the Fair Market Value of one Share on the date that the right was awarded to the Participant.


 


(f)            No
Stock Appreciation Rights will be Transferable by the Participant other than by will or by the laws of descent and distribution, and all
such rights will be exercisable, during the Participant’s lifetime, only by the Participant.


 


Section 7.2            Automatic
Exercise. The Committee may include a term or condition in an Award Agreement providing for the automatic exercise of a Stock Appreciation
Right on a cashless basis on the last day of the term of the Stock Appreciation Right if the Participant has failed to exercise the Stock
Appreciation Right as of such date, with respect to which the Fair Market Value of the Shares underlying the Stock Appreciation Right
exceeds the exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject to Section 13.5.


 






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Article VIII


RESTRICTED SHARES


 


Section 8.1            Restricted
Shares. The Committee will determine the Eligible Individuals to whom, and the time or times at which, grants of Restricted Shares
will be made, the number of Restricted Shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2),
the time or times within which such Awards will be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and
all other terms and conditions of the Awards.


 


Section 8.2            Awards
and Certificates. Participants selected to receive Restricted Shares will not have any right with respect to the Award, unless and
until the Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company, to the extent required
by the Committee, and has otherwise complied with the applicable terms and conditions of the Award. Further, such Award will be subject
to the following:


 


(a)          The
purchase price of Restricted Shares will be fixed by the Committee. Subject to Section 4.3, the purchase price for Restricted
Shares may be zero to the extent permitted by Applicable Law, and, to the extent required by Applicable Law, such purchase price may not
be less than par value.


 


(b)          Each
Participant receiving Restricted Shares will be issued a stock certificate in respect of the Restricted Shares, unless the Committee elects
to use another system, such as book entries by the transfer agent, as evidencing ownership of Restricted Shares. Such certificate will
be registered in the name of the Participant, and will, in addition to any legends required by Applicable Law, bear an appropriate legend
referring to the terms and conditions applicable to the Award, substantially in the following form:


 


“The anticipation, alienation, attachment,
sale, transfer, assignment, pledge, encumbrance, or charge of the restricted shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) of the QualTek Services Inc. (the “Company”) 2022 Long-Term Incentive Plan
(the “Plan”) and an award agreement entered into between the registered owner and the Company dated __________ (the
 “Agreement”). Copies of such Plan and Agreement are on file at the principal office of the Company.”


 


(c)          If
stock certificates are issued in respect of Restricted Shares, the Committee may require that any stock certificates evidencing such Shares
be held in custody by the Company until the restrictions thereon have lapsed, and that, as a condition of any grant of Restricted Shares,
the Participant must deliver a duly signed stock power or other instruments of assignment, each endorsed in blank with a guarantee of
signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the Restricted
Shares in the event that such Award is forfeited in whole or part.


 






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Section 8.3           Terms
and Conditions. Restricted Shares will be subject to terms and conditions, not inconsistent with the Plan, determined by the Committee,
and the following:


 


(a)          The
Participant is not permitted to Transfer Restricted Shares during the period or periods set by the Committee (the “Restriction
Period”) commencing on the date of such Award, as set forth in the applicable Award Agreement, and such agreement will set forth
a vesting schedule and any event that would accelerate vesting of the Restricted Shares. Within these limits, based on service, attainment
of Performance Goals, or such other factors or criteria as the Committee may determine, the Committee may condition the grant or provide
for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted
Shares and waive the deferral terms and conditions for all or any part of any Restricted Shares.


 


(b)          Except
as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee, the
Participant will have, with respect to Restricted Shares, all of the rights of a Stockholder, including the right to receive dividends,
the right to vote such Restricted Shares, and, subject to and conditioned upon the full vesting of Restricted Shares, the right to tender
those Shares. The Committee may determine at the time of grant that the payment of dividends will be deferred until, and conditioned upon,
the expiration of the applicable Restriction Period.


 


(c)          If
and when the Restriction Period expires without a prior forfeiture of the Restricted Shares, the certificates for such Shares will be
delivered to the Participant. All legends will be removed from said certificates at the time of delivery to the Participant, except as
otherwise required by Applicable Law or other terms and conditions imposed by the Committee.


 


Article IX


PERFORMANCE AWARDS


 


Section 9.1            Performance
Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. If
the Performance Award is payable in Restricted Shares, such Shares will be transferable to the Participant only upon attainment of the
relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon
the attainment of the relevant Performance Goals either in cash or in Restricted Shares (based on the then current Fair Market Value of
such Shares). Each Performance Award will be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that
the Committee may approve. The Committee will condition the right to payment of any Performance Award upon the attainment of Performance
Goals established under Section 9.2(c).


 


Section 9.2            Terms
and Conditions. Performance Awards will be subject to terms and conditions, not inconsistent with the Plan, determined by the Committee,
and the following:


 






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(a)           At
the expiration of the applicable Performance Period, the Committee will determine the extent to which the Performance Goals established
under Section 9.2(c) are achieved and the percentage of each Performance Award that has been earned.


 


(b)           Subject
to the applicable Award Agreement and the Plan, Performance Awards may not be Transferred.


 


(c)           The
Committee will establish the Performance Goals for the earning of Performance Awards based on a Performance Period applicable to each
Participant or class of Participants. Such Performance Goals may incorporate terms and conditions for disregarding (or adjusting for)
changes in accounting methods, corporate transactions, and other similar type events or circumstances.


 


(d)           Unless
otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the Performance Period with respect
to the number of Shares covered by a Performance Award will not be paid to the Participant.


 


(e)           After
the Committee’s determination in accordance with Section 9.2(a), the Company will settle Performance Awards, in such
form as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards. Notwithstanding the foregoing
sentence, the Committee may award an amount less than the earned Performance Awards and subject the payment of all or part of any Performance
Award to additional vesting, forfeiture, and deferral terms and conditions.


 


(f)           Subject
to the applicable Award Agreement and the Plan, upon a Participant’s Separation from Service for any reason during the Performance
Period for a Performance Award, the Performance Award will vest or be forfeited in accordance with the terms and conditions established
by the Committee at grant.


 


(g)           Based
on service, performance, and any other factors or criteria the Committee may determine, the Committee may, at or after grant, accelerate
the vesting of all or any part of any Performance Award.


 


Article X


OTHER SHARE-BASED AND CASH-BASED AWARDS


 


Section 10.1          Other
Share-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Share-Based Awards that are payable in, valued
in whole or in part by reference to, or otherwise based on or related to Shares, including Shares awarded purely as a bonus and not subject
to terms or conditions, Shares in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company
or an Affiliate, stock equivalent units, restricted stock units (“RSUs”), and Awards valued by reference to book value
of Shares. Other Share-Based Awards may be granted either alone or in addition to or in tandem with other Awards. Subject to the terms
and conditions of the Plan, the Committee has the authority to determine the Eligible Individuals to whom, and the time or times at which,
Other Share-Based Awards will be granted, the number of Shares to be granted under such Awards, and all other terms and conditions of
the Awards.


 






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Section 10.2          Terms
and Conditions. Other Share-Based Awards will be subject to terms and conditions, not inconsistent with the Plan, determined by the
Committee, and the following:


 


(a)           Subject
to the applicable Award Agreement and the Plan, Shares subject to Other Share-Based Awards may not be Transferred before the date on which
the Shares are issued, or, if later, the date on which any applicable restriction, performance, or deferral period lapses.


 


(b)          Unless
otherwise determined by the Committee at the time of grant, subject to the applicable Award Agreement and the Plan, the recipient of an
Other Share-Based Award will not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents in respect
of the number of Shares covered by the Award.


 


(c)           All
Other Share-Based Awards and any Shares covered by those awards will vest or be forfeited to the extent so provided in the Award Agreement.


 


(d)          Common
Stock issued on a bonus basis under this Article IX may be issued for no cash consideration. Common Stock purchased under
a purchase right awarded under this Article X will be priced as determined by the Committee.


 


Section 10.3          Other
Cash-Based Awards. The Committee may grant Other Cash-Based Awards to Eligible Individuals in amounts, on terms and conditions, and
for consideration, including no consideration or such minimum consideration as may be required by Applicable Law. Other Cash-Based Awards
may be granted subject to the satisfaction of vesting terms and conditions or may be awarded purely as a bonus and not subject to terms
and conditions, and if subject to vesting, the Committee may accelerate such vesting at any time.


 


Article XI


CHANGE IN CONTROL


 


Section 11.1          Treatment
of Awards upon a Change in Control. In the event of a Change in Control, and except as otherwise determined by the Committee in an
Award Agreement, a Participant’s unvested Awards will not vest automatically and will be treated in accordance with one or more
of the following methods as determined by the Committee:


 


(a)           Awards,
whether or not then vested, will be continued, assumed, or have new rights substituted therefor, and restrictions to which Restricted
Shares or any other Award granted before the Change in Control are subject will not lapse upon the Change in Control and the Restricted
Shares or other Awards will receive the same distribution as other Common Stock on terms and conditions determined by the Committee; provided
that the Committee may decide to award additional Restricted Shares or other Awards in lieu of any cash distribution.


 


(b)           The
Committee may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any)
of the Fair Market Value of the Shares covered by such Awards as of the Change in Control, over the aggregate purchase or exercise price
of such Awards.


 






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(c)           The
Committee may terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, and other Other Share-Based Awards that
provide for a Participant-elected exercise, effective as of the Change in Control, by delivering notice of termination to each Participant
at least 20 days before the date of consummation of the Change in Control, in which case during the period from the date on which
such notice of termination is delivered to the consummation of the Change in Control, each affected Participant will have the right to
exercise in full all of the Participant’s Awards that are then outstanding (without regard to any terms and conditions on exercisability
otherwise contained in the Award Agreements), but any such exercise will be contingent on the occurrence of the Change in Control; provided
that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice
and exercise pursuant thereto will be null and void.


 


(d)           The
Committee may make any other determination as to the treatment of Awards in connection with a Change in Control. The treatment of Awards
need not be the same for all Participants. Any escrow, holdback, earnout, or similar terms and conditions in the definitive agreements
relating to the Change in Control may apply to any payment to the holders of Awards to the same extent and in the same manner as such
terms and conditions apply to the holders of Shares.


 


Section 11.2          Change
in Control. Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant
approved by the Committee, a “Change in Control” means:


 


(a)           any
 “person,” as that term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any
trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly,
by the Stockholders in substantially the same proportions as their ownership of Common Stock), becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities, other than pursuant to a Business Combination that does not constitute
a Change in Control under such Section 11.2(c);


 


(b)          during
any period of 24 consecutive calendar months, individuals who were directors serving on the Board on the first day of such period (the
 “Incumbent Directors”) cease for any reason to constitute a majority of the Board; provided, however,
that any individual becoming a director after the first day of such period whose election, or nomination for election, by the Stockholders
was approved by a vote of at least a majority of the Incumbent Directors will be considered as though such individual were an Incumbent
Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an
actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a “person” (as used in Section 13(d) of the Exchange Act), in each case, other than
the Board;


 






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(c)           consummation
of a reorganization, merger, consolidation, or other business combination (any of the foregoing, a “Business Combination”)
of the Company or any direct or indirect subsidiary of the Company with any other corporation, in any case with respect to which the Company
voting securities outstanding immediately before such Business Combination do not, immediately after such Business Combination, continue
to represent (either by remaining outstanding or being converted into voting securities of the Company or any ultimate parent thereof)
more than 50% of the then outstanding voting securities entitled to vote generally in the election of directors of the Company (or its
successor) or any ultimate parent thereof after the Business Combination; or


 


(d)           a
complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially
all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a Person
or Persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities
of the Company at the time of the sale.


 


Notwithstanding the foregoing terms and conditions
of this definition, if a Change in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides
for the deferral of compensation that is subject to Section 409A of the Code, a Change in Control will not be deemed to have occurred
for purposes of such Award (or portion thereof) unless such transaction or series of related transactions also constitutes a “change
in control event” with respect to the Company for purposes of Section 409A of the Code.


 


Section 11.3          Consummation
of the Closing Not a Change in Control. Notwithstanding the foregoing terms and conditions of the definition of Change in Control,
the occurrence of the Closing will not be considered a Change in Control.


 


Article XII


AMENDMENT AND TERMINATION


 


Section 12.1          Amendment
and Termination of Plan. Subject to Section 12.3, the Board may amend or terminate the Plan at any time; provided,
however, that no amendment will be effective unless approved by the Stockholders to the extent Stockholder approval is necessary
to satisfy any Applicable Laws.


 


Section 12.2          Amendment
of Awards. Subject to Section 12.3, the Committee may amend any Award at any time; provided, however, that
no amendment will be effective unless approved by the Stockholders to the extent Stockholder approval is necessary to satisfy any Applicable
Laws.


 


Section 12.3          No
Material Impairment of Rights. Rights under any Award granted before amendment or termination of the Plan or amendment of an Award
may not be materially impaired by any such amendment or termination unless the Participant consents thereto.


 






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Article XIII


GENERAL TERMS AND CONDITIONS


 


Section 13.1            Legend.
The Committee may require each person receiving Shares under the Plan to represent to and agree with the Company in writing that the Participant
is acquiring the Shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for Shares
issued under the Plan may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates
for Shares delivered under the Plan will be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable
under Applicable Law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference
to such restrictions.


 


Section 13.2            Book
Entry. Notwithstanding any other term or condition of the Plan, the Company may elect to satisfy any requirement under the Plan for
the delivery of Share certificates through the use of another system, such as book entry or electronically.


 


Section 13.3            Other
Plans. Nothing contained in the Plan prevents the Board from adopting other or additional compensation arrangements, subject to Stockholder
approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.


 


Section 13.4            No
Right to Employment, Consultancy, or Directorship. Neither the Plan nor the grant of any Award gives any Person any right with respect
to continuance of employment, consultancy, or directorship by the Company or any Affiliate, nor does the Plan or the grant of any Award
cause any limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee
Director is retained to terminate such employment, consultancy, or directorship at any time.


 


Section 13.5            Withholding
for Taxes. The Company or an Affiliate, as the case may be, has the right to deduct from payments of any kind otherwise due to a Participant
any federal, state, or local taxes of any kind required by Applicable Law to be withheld (a) with respect to the vesting of or other
lapse of restrictions applicable to an Award, (b) upon the issuance of any Shares upon the exercise of a Stock Option or Stock Appreciation
Right, or (c) otherwise due in connection with an Award. At the time the tax obligation becomes due, the Participant must pay to
the Company or the Affiliate, as the case may be, any amount that the Company or Affiliate determines to be necessary to satisfy the tax
obligation. The Company or the Affiliate, as the case may be, may require or permit the Participant to satisfy the tax obligation, in
whole or in part, (i) by causing the Company or Affiliate to withhold up to the maximum required number of Shares otherwise issuable
to the Participant as may be necessary to satisfy such tax obligation or (ii) by delivering to the Company or Affiliate Shares already
owned by the Participant. The Shares so delivered or withheld must have an aggregate Fair Market Value equal to the tax obligation. The
Fair Market Value of the Shares used to satisfy the tax obligation will be determined by the Company or the Affiliate as of the date that
the amount of tax to be withheld is to be determined. To the extent applicable, a Participant may satisfy his or her tax obligation only
with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. Any fraction of a
Share required to satisfy tax obligations will be disregarded and the amount due must be paid instead in cash by the Participant.


 






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Section 13.6            No
Assignment of Benefits. No Award or other benefit payable under the Plan may, except as otherwise specifically provided by Applicable
Law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit will be void, and any such
benefit will not in any manner be liable for or subject to the debts, contracts, liabilities, engagements, or torts of any Person who
will be entitled to such benefit, nor will it be subject to attachment or legal process for or against such Person.


 


Section 13.7            Listing
and Other Terms and Conditions.


 


(a)            Unless
otherwise determined by the Committee, as long as the Common Stock is listed on a national stock exchange or system sponsored by a national
securities association, the issuance of Shares under an Award will be conditioned upon such Shares being listed on such exchange or system.
The Company will have no obligation to issue such Shares unless and until such Shares are so listed, and the right to exercise any Stock
Option or other Award with respect to such Shares will be suspended until such listing has been effected.


 


(b)            If
at any time counsel to the Company is of the opinion that any sale or delivery of Shares under an Award is or may be unlawful or result
in the imposition of excise taxes on the Company, the Company will have no obligation to make such sale or delivery, or to make any application
or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to Shares or Awards,
and the right to exercise any Stock Option or other Award will be suspended until, in the opinion of said counsel, such sale or delivery
would be lawful or would not result in the imposition of excise taxes on the Company.


 


(c)            Upon
termination of any period of suspension under this Section 13.7, any Award affected by such suspension that has not expired
or terminated will be reinstated as to all Shares available before such suspension and as to Shares that would otherwise have become available
during the period of such suspension, but no such suspension will extend the term of any Award.


 


(d)            A
Participant will be required to supply the Company with certificates, representations, and information that the Company requests and otherwise
cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent, and approval the Company determines
necessary or appropriate.


 


Section 13.8            Stockholders
Agreement and Other Requirements. Notwithstanding any other term or condition of the Plan, as a condition to the receipt of Shares
under an Award, to the extent required by the Committee, the Participant must execute and deliver a Stockholder’s agreement and
such other documentation that sets forth certain restrictions on transferability of the Shares acquired upon exercise or purchase, and
such other terms and conditions as the Committee may establish. The Company may require, as a condition of exercise, the Participant to
become a party to an existing Stockholders agreement (or other agreement). Any payment of cash or issuance or transfer of Shares or other
property to the Participant or the Participant’s legal representative under the Plan will, to the extent thereof, be in full satisfaction
of all claims of such Persons under the plan, and the Company may require the Participant or the Participant’s legal representative,
as a condition to such payment or issuance or transfer, to execute a general release of all claims in favor of the Company and each Affiliate
in such form as the Company may determine.


 






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Section 13.9             Governing
Law. The Plan and actions taken in connection with the Plan will be governed and construed in accordance with the laws of the State
of Delaware without regard to the principles of conflicts of laws (whether of the State of Delaware or any other jurisdiction).


 


Section 13.10            Jurisdiction;
Waiver of Jury Trial. Any suit, action, or proceeding with respect to the Plan or any Award or Award Agreement, or any judgment entered
by any court of competent jurisdiction in respect of the Plan or any Award or Award Agreement, will be resolved only in the courts of
the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of
appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the Company and each Participant
irrevocably and unconditionally (a) submits in any proceeding relating to the Plan or any Award or Award Agreement, or for the recognition
and enforcement of any judgment in respect of the Plan or any Award or Award Agreement (a “Proceeding”), to the exclusive
jurisdiction of the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate
courts having jurisdiction of appeals in such courts, and agrees that all claims in respect of any Proceeding will be heard and determined
in such state court or, to the extent permitted by Applicable Law, in such federal court, (b) consents that any Proceeding may and
will be brought in such courts and waives any objection that the Company or the Participant may have at any time after the Effective Date
to the venue or jurisdiction of any Proceeding in any such court or that the Proceeding was brought in an inconvenient court and agrees
not to plead or claim the same, (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort, or otherwise)
arising out of or relating to the Plan or any Award or Award Agreement, (d) agrees that service of process in any Proceeding may
be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid,
to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the
case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agrees that nothing in the Plan
will affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.


 


Section 13.11            Other
Benefits. No Award will be considered compensation for purposes of computing benefits under any retirement plan of the Company or
any Affiliate or affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount
of benefits is related to the level of compensation.


 


Section 13.12            Costs.
The Company will bear all expenses associated with administering the Plan, including expenses of issuing Common Stock under Awards.


 


Section 13.13            No
Right to Same Benefits. The terms and conditions of Awards need not be the same with respect to each Participant, and Awards to individual
Participants need not be the same in subsequent years (if granted at all).


 


Section 13.14            Death;
Disability. The Committee may require the transferee of a Participant to supply it with written notice of the Participant’s
death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as
the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require the agreement of the
transferee to be bound by the Plan.


 






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Section 13.15            Section 16(b) of
the Exchange Act. All elections and transactions under the Plan by Persons subject to Section 16 of the Exchange Act involving
Shares are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written
administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary
or proper for the administration and operation of the Plan and the transaction of business thereunder.


 


Section 13.16            Section 409A.
The Plan is intended to comply with Section 409A and will be limited, construed, and interpreted in accordance with such intent.
To the extent that any Award is subject to Section 409A, it will be paid in a manner that complies with Section 409A. Notwithstanding
any other provision of the Plan, any Plan provision that is inconsistent with Section 409A will be deemed to be amended to comply
with Section 409A and to the extent such provision cannot be amended to comply, such provision will be null and void. The Company
will have no liability to a Participant, or any other party, if an Award that is intended to be exempt from or compliant with Section 409A
is not so exempt or compliant, or for any action taken by the Committee or the Company and, in the event that any amount or benefit under
the Plan becomes subject to penalties under Section 409A, responsibility for payment of such penalties will rest solely with the
affected Participants and not with the Company. Notwithstanding any other provision in the Plan or any Award Agreement, any payment(s) of
 “nonqualified deferred compensation” (within the meaning of Section 409A) that are otherwise required to be made under
the Plan to a “specified employee” (as defined under Section 409A) as a result of such employee’s separation from
service (other than a payment that is not subject to Section 409A) will be delayed for the first six months after such separation
from service and will instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period (or, if earlier,
the date of death of the specified employee). All installment payments under the Plan will be deemed separate payments for purposes of
Section 409A.


 


Section 13.17            California
Participants. The Plan is intended to comply with Section 25102(o) of the California Corporations Code, to the extent applicable.
In that regard, to the extent required by Section 25102(o), (a) the terms and conditions of any Stock Options and Stock Appreciation
Rights, to the extent vested and exercisable upon a Participant’s Separation from Service, will include any minimum exercise periods
after Separation from Service required by Section 25102(o) and (b) any repurchase right of the Company or any Affiliate
will include a minimum 90-day notice requirement. Any Plan term that is inconsistent with Section 25102(o) will, without further
act or amendment by the Company or the Board, be reformed to comply with the requirements of Section 25102(o).


 


Section 13.18            Successor
and Assigns. The Plan will be binding on all successors and permitted assigns of a Participant, including the estate of such Participant
and the executor, administrator, or trustee of such estate.


 


Section 13.19            Severability
of Terms and Conditions. If any term or condition of the Plan is held invalid or unenforceable, such invalidity or unenforceability
will not affect any other term or condition of the Plan, and the Plan will be construed and enforced as if such term or condition had
not been included.


 






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Section 13.20            Payments
to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent Person, or other Person incapable of receipt
thereof will be considered paid when paid to such Person’s guardian or to the party providing or reasonably appearing to provide
for the care of such Person, and such payment will fully discharge the obligations of the Committee, the Board, the Company, all Affiliates,
and their employees, agents, and representatives with respect thereto.


 


Section 13.21            Lock-Up
Agreement. As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of
Common Stock (the “Lead Underwriter”), a Participant must irrevocably agree not to sell, contract to sell, grant any
option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any
interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights
to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such
offering) during such period of time after the effective date of a registration statement of the Company filed under the Securities Act
that the Lead Underwriter may specify (the “Lock-Up Period”). Each Participant must sign such documents as may be requested
by the Lead Underwriter to effect the foregoing. The Company may impose stop-transfer instructions with respect to Common Stock acquired
under an Award until the end of such Lock-Up Period.


 


Section 13.22            Separation
from Service for Cause; Clawbacks; Detrimental Conduct.


 


(a)            The
Company may cancel any unvested Awards if the Participant incurs a Separation from Service for Cause.


 


(b)            All
awards, amounts, or benefits received or outstanding under the Plan will be subject to clawback, cancellation, recoupment, rescission,
payback, reduction, or other similar action in accordance with any Company clawback or similar policy or any Applicable Law related to
such actions. A Participant’s acceptance of an Award will constitute the Participant’s acknowledgement of and consent to the
Company’s application, implementation, and enforcement of any applicable Company clawback or similar policy that may apply to the
Participant, whether adopted before or after the Effective Date, and any Applicable Law relating to clawback, cancellation, recoupment,
rescission, payback, or reduction of compensation, and the Participant’s agreement that the Company may take any actions that may
be necessary to effectuate any such policy or Applicable Law, without further consideration or action.


 


(c)            Except
as otherwise determined by the Committee, notwithstanding any other term or condition of the Plan, if a Participant engages in Detrimental
Conduct, whether during the Participant’s service or after the Participant’s Separation from Service, in addition to any other
penalties or restrictions that may apply under the Plan, Applicable Law, or otherwise, the Participant must forfeit or pay to the Company
the following:


 






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(i)            any
and all outstanding Awards granted to the Participant, including Awards that have become vested or exercisable;


 


(ii)           any
cash or Shares received by the Participant in connection with the Plan within the 36-month period immediately before the date the Participant
engaged in Detrimental Conduct; and


 


(iii)          the
profit realized by the Participant from the sale, or other disposition for consideration, of any Shares received by the Participant under
the Plan within the 36-month period immediately before the date the Participant engaged in Detrimental Conduct.


 


Section 13.23         Data
Protection. A Participant’s acceptance of an Award will be deemed to constitute the Participant’s acknowledgement of and
consent to the collection and processing of personal data relating to the Participant so that the Company and the Affiliates can fulfill
their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data will include data about
participation in the Plan and Shares offered or received, purchased, or sold under the Plan and other appropriate financial and other
data (such as the date on which the Awards were granted) about the Participant and the Participant’s participation in the Plan.


 


Section 13.24         Unfunded
Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any
payment as to which a Participant has a fixed and vested interest but that is not yet made to a Participant by the Company, nothing in
the Plan gives any Participant any right that is greater than the rights of a general unsecured creditor of the Company. The grant of
an Award will not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation
under any Award.


 


Section 13.25         Plan
Construction. In the Plan, unless otherwise stated, the following uses apply:


 


(a)            references
to an Applicable Law refer to such Applicable Law and any amendments and supplements thereto and any successor Applicable Law, and to
all valid and binding rules and regulations promulgated thereunder, court decisions, and other regulatory and judicial authority
issued or rendered thereunder, as amended or supplemented, or their successors, as in effect at the relevant time;


 


(b)            in
computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the
like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the
like) mean “to and including”;


 


(c)            indications
of time of day will be based upon the time applicable to the location of the principal headquarters of the Company;


 


(d)            the
words “include,” “includes,” and “including” (and the like) mean “include, without limitation,”
 “includes, without limitation,” and “including, without limitation” (and the like), respectively;


 






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(e)            all
references to articles, sections, and exhibits are to articles, sections, and exhibits in or to the Plan;


 


(f)            all
words used will be construed to be of such gender or number as the circumstances and context require;


 


(g)            the
captions and headings of articles, sections, and exhibits have been inserted solely for convenience of reference and will not be considered
a part of the Plan, nor will any of them affect the meaning or interpretation of the Plan;


 


(h)            any
reference to an agreement, plan, policy, form, document, or set of documents, and the rights and obligations of the parties under any
such agreement, plan, policy, form, document, or set of documents, will mean the agreement, plan, policy, form, document, or set of documents
as amended from time to time, and any and all modifications, extensions, renewals, substitutions, or replacements thereof; and


 


(i)            all
accounting terms not specifically defined will be construed in accordance with GAAP.


 


*            *            *            *


 






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