Exhibit 10.5 


 


MaxCyte, Inc.


2021
Equity Incentive Plan


 


Adopted
by the Board of Directors: _______, 2021


Approved
by the Stockholders: _______, 2021


 


1.            General.


 


(a)            Defined
Terms.  Except as otherwise provided, any capitalized term shall have the meaning provided in Section 14 of this Plan.


 


(b)            Successor
to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no
additional awards may be granted under the Prior Plan; (ii) the Prior Plan’s Available Reserve (plus any Returning Shares)
will become available for issuance pursuant to Awards granted under this Plan; and (iii) all outstanding awards granted under the
Prior Plan will remain subject to the terms of the Prior Plan. All Awards granted under this Plan will be subject to the terms of this
Plan.


 


(c)            Plan
Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide
incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which
such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.


 


(d)            Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options;
(iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.


 


(e)            Adoption
Date; Effective Date.  The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective
Date.


 


2.            Shares
Subject to the Plan.


 


(a)            Share
Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization
Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed [_______] shares, which
number is the sum of: (i) [_______] new shares, plus (ii) a number of shares of Common Stock equal to the Prior Plan’s
Available Reserve, plus (iii) a number of shares of Common Stock equal to the number of Returning Shares, if any, as such shares
become available from time to time.1 In addition,
subject to any adjustments as necessary to implement any Capitalization Adjustments, such aggregate number of shares of Common Stock
will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2022
and ending on (and including) January 1, 2031, in an amount equal to 5% of the total number of shares of Common Stock outstanding
on December 31 of the preceding year; provided, however, that the Board may act prior to January 1st of a given
year to provide that the increase for such year will be a lesser number of shares of Common Stock.


 





 






1 This number of shares will be inserted prior to final
Board approval and shareholder approval, and will equal the sum of (i), (ii) and (iii). The sum of (i) and (ii) will not exceed 4,000,000
shares.


 






     


     


    

 


(b)            Aggregate
Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as
necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant
to the exercise of Incentive Stock Options is [________]2
shares.


 


(c)            Share
Reserve Operation.


 


(i)            Limit
Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock
that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times
the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may
be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company
Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce
the number of shares available for issuance under the Plan.


 


(ii)          Actions
that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance
of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under
the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having
been issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock),
(3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of
an Award, or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation
in connection with an Award.


 


(iii)         Reversion
of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to an
Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for
issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency
or condition required for the vesting of such shares, (2) any shares that are reacquired by the Company to satisfy the exercise,
strike or purchase price of an Award, and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation
in connection with an Award.


 


3.            Eligibility
and Limitations.


 


(a)            Eligible
Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.


 


(b)            Specific
Award Limitations.


 


(i)            Limitations
on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).


 


(ii)           Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate fair market value (determined at the time of grant) of the shares
of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and any “parent corporation” or “subsidiary corporation” thereof, as such
terms are defined in Sections 424(e) and (f) of the Code) exceeds $100,000 (or such other limit established in the Code), or
any Incentive Stock Options otherwise do not comply with the rules governing Incentive Stock Options, the Options or portions thereof
that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated
as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).


 





 






2 This number will equal 3x the share reserve.


 






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(iii)          Limitations
on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option
unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option and (ii) the
Option is not exercisable after the expiration of five years from the date of grant of such Option.


 


(iv)           Limitations
on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants
who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule 405) unless
the stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards are granted
pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution requirements
of Section 409A.


 


(c)            Aggregate
Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of
Incentive Stock Options is the number of shares specified in Section 2(b).


 


(d)            Non-Employee
Director Compensation Limit.  The aggregate value of all compensation granted or paid, as applicable, in each case following the IPO
Date, to any individual for service as a Non-Employee Director with respect to any fiscal year, including Awards granted and cash fees
paid by the Company to such Non-Employee Director for his or her service as a Non-Employee Director, will not exceed (i) $900,000
in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board during such fiscal year,
$1,400,000_______ in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity
awards for financial reporting purposes.


 


4.            Options
and Stock Appreciation Rights.


 


Each Option and SAR will have
such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory
Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory
Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated
in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however,
that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement
or otherwise) to the substance of each of the following provisions:


 


(a)            Term.
Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten
years from the date of grant of such Award or such shorter period specified in the Award Agreement.


 


(b)            Exercise
or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option
or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option
or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if
such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate
Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.


 






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(c)            Exercise
Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise
to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company. The
Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability
to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise
price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following
methods of payment to the extent set forth in the Option Agreement:


 


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


 


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


 


(iii)          by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant
free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not
exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining
balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such
delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares
are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant
for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;


 


(iv)           if
the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number
of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise
that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable thereafter
and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other
permitted form of payment; or


 


(v)            in
any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.


 


(d)            Exercise
Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of
exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant upon the
exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of exercise
of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR,
over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of Common Stock
or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified in the
SAR Agreement.


 






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(e)            Transferability.
Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations
on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions
on the transferability of Options and SARs will apply, provided that except as explicitly provided herein, neither an Option nor a SAR
may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed
to be a Nonstatutory Stock Option as a result of being transferred:


 


(i)            Restrictions
on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable
during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option or
SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including to a trust
if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable
U.S. state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer and
other agreements required by the Company.


 


(ii)          Domestic
Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the
Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic
relations order.


 


(f)            Vesting.
The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined by the
Board. Except as otherwise provided in the applicable Award Agreement or other written agreement between a Participant and the Company
or an Affiliate, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.


 


(g)            Termination
of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between
a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s
Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be
prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous
Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject
to the forfeited Award, or any consideration in respect of the forfeited Award.


 


(h)            Post-Termination
Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i), if a Participant’s
Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent
vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other
written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised
after the expiration of its maximum term (as set forth in Section 4(a)):


 


(i)            three
months following the date of such termination if such termination is a termination without Cause (other than any termination due to the
Participant’s Disability or death);


 


(ii)          12
months following the date of such termination if such termination is due to the Participant’s Disability;


 






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(iii)         18
months following the date of such termination if such termination is due to the Participant’s death; or


 


(iv)          18
months following the date of the Participant’s death if such death occurs following the date of such termination but during the
period such Award is otherwise exercisable (as provided in (i) or (ii) above).


 


Following the date of such termination, to the
extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the
expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no
further right, title or interest in terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration
in respect of the terminated Award.


 


(i)            Restrictions
on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance of shares
of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written
agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason
other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period, the exercise of
the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise would
violate Applicable Law (as determined in the sole discretion of the Board), then the applicable Post-Termination Exercise Period will
be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional
extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any
time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions; provided, however,
that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)).


 


(j)            Non-Exempt
Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the United
States Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months
following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the United States Worker
Economic Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such
Award in the event of (i) such Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is
not assumed, continued or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term
may be defined in the Award Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the
Company’s then current employment policies and guidelines). This Section 4(j) is intended to operate so that any income
derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular
rate of pay.


 


(k)           Whole
Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.


 






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5.            Awards
Other Than Options and Stock Appreciation Rights.


 


(a)            Restricted
Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined by the Board;
provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation of the provisions
hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:


 


(i)            Form of
Award.


 


(1)            RSAs:
To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject to a Restricted
Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares become vested or any
other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined
by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder of the Company
with respect to any shares subject to a Restricted Stock Award.


 


(2)            RSUs:
A RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that is equal to
the number of restricted stock units subject to the RSU Award. As a holder of a RSU Award, a Participant is an unsecured creditor of the
Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement of such Award and
nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will create or be construed to create
a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any other person. A Participant
will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless and until shares are actually
issued in settlement of a vested RSU Award).


 


(ii)            Consideration.


 


(1)            RSA:
A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to the Company,
(B) past services to the Company or an Affiliate, or (C) any other form of consideration as the Board may determine and permissible
under Applicable Law.


 


(2)            RSU:
Unless otherwise determined by the Board at the time of grant, a RSU Award will be granted in consideration for the Participant’s
services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than
such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU
Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the
Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU
Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.


 


(iii)            Vesting.
The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined by the
Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate,
vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.


 


(iv)             Termination
of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the
Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (i) the Company may receive through
a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted
Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement and (ii) any
portion of his or her RSU Award that has not vested will be forfeited upon such termination and the Participant will have no further right,
title or interest in the RSU Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration in respect of
the RSU Award.


 






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(v)             Dividends
and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of
Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement.


 


(vi)            Settlement
of RSU Awards. A RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in any
other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the Board may determine
to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.


 


(b)            Performance
Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the
Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals
have been attained will be determined by the Board.


 


(c)            Other
Awards. Other Awards may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions
of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons
to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent
thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.


 


6.            Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)            Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es)
and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share Reserve may annually
increase pursuant to Section 2(a), (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise
of Incentive Stock Options pursuant to Section 2(b), and (iii) the class(es) and number of securities and exercise price, strike
price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall
be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock
shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if
any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions
of this Section.


 


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


 






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(c)            Corporate
Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction except as set forth in Section 11,
and unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate
and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award.


 


(i)              Awards
May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving
or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute
similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to
the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company
in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s
parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)
may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose
to assume, continue, or substitute the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution
will be set by the Board.


 


(ii)            Awards
Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation
(or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards,
then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service
has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”),
the vesting of such Awards (and, with respect to Options and SARs, the time when such Awards may be exercised) will be accelerated in
full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction)
as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective time of
the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate
Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent upon the
effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate upon the occurrence
of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on the level of performance,
unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate at 100% of the target level upon
the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate upon the occurrence of a Corporate
Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such cash payment will be made no later
than 30 days following the occurrence of the Corporate Transaction.


 


(iii)            Awards
Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring
corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding
Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons other than Current
Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate Transaction; provided,
however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not terminate and may continue
to be exercised notwithstanding the Corporate Transaction.


 


(iv)            Payment
for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior to the
effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise
such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the excess,
if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion
of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such exercise.


 



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(d)            Appointment
of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed
that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without
limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf
with respect to any escrow, indemnities and any contingent consideration.


 


(e)            No
Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any Award
does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation
of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for
Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or otherwise.


 


7.            Administration.


 


(a)            Administration
by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees,
as provided in subsection (c) below.


 


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


 


(i)              To
determine from time to time: (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each
Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted
(which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other
payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be
granted to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that
is not valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other
property that may be earned and the timing of payment.


 


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


 


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


 


(iv)             To
accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding
the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.


 






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(v)              To
prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any
pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal
cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the
Common Stock (including, but not limited to, any Corporate Transaction), for reasons of administrative convenience.


 


(vi)             To
suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations under
any Award granted while the Plan is in effect except with the written consent of the affected Participant.


 


(vii)            To
amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will be required for
any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before amendment of the
Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant,
and (2) such Participant consents in writing.


 


(viii)          To
submit any amendment to the Plan for stockholder approval.


 


(ix)            To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified
limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights under any Award will
not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2) such
Participant consents in writing.


 


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


 


(xi)            To
adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage
of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are non-U.S. nationals or employed outside the
United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement to ensure
or facilitate compliance with the laws of the relevant non-U.S. jurisdiction).


 


(xii)           To
effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such action
and subject to the approval of the stockholders of the Company, (1) the reduction of the exercise price (or strike price) of any
outstanding Option or SAR; (2) the cancellation of any outstanding Option or SAR and the grant in substitution therefor of (A) a
new Option, SAR, Restricted Stock Award, RSU Award or Other Award, under the Plan or another equity plan of the Company, covering the
same or a different number of shares of Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the
Board); or (3) any other action that is treated as a repricing under generally accepted accounting principles.


 


(c)            Delegation
to Committee.


 


(i)            General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated
to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board
that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any
of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted
from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with the Committee or subcommittee
to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously
delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time, revest in the
Board some or all of the powers previously delegated.


 






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(ii)            Rule 16b-3
Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that
is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of
two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing
or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for
such exemption to remain available.


 


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


 


(e)            Delegation
to an Officer. The Board or any Committee may delegate to one or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by Applicable Law, other types of Awards)
and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number of shares of Common Stock to be
subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee
evidencing such delegation will specify the total number of shares of Common Stock that may be subject to the Awards granted by such Officer
and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted on the applicable form of Award Agreement
most recently approved for use by the Board or the Committee, unless otherwise provided in the resolutions approving the delegation authority.
Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer who is acting solely in
the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value.


 


8.            Tax
Withholding


 


(a)            Withholding
Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any
other amounts payable to such Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy any U.S.
and/or non-U.S. federal, state or local tax or social insurance contribution withholding obligations of the Company or an Affiliate, if
any, which arise in connection with the grant, vesting, exercise, or settlement of such Award, as applicable. Accordingly, a Participant
may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue shares of Common
Stock subject to an Award, unless and until such obligations are satisfied.


 


(b)            Satisfaction
of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy
any U.S. and/or non-U.S. federal, state or local tax or social insurance withholding obligation relating to an Award by any of the following
means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common
Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding
cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing
a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
United States Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement.


 






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(c)            No
Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the Company has no duty or obligation
to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation
to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may
not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will
not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to
accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges
that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences
of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option
or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the “fair
market value” of the Common Stock on the date of grant as determined by the United States Internal Revenue Service and there is
no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR
granted under the Plan, each Participant agrees not to make any claim against the Company, or any of its Officers, Directors, Employees
or Affiliates in the event that the United States Internal Revenue Service asserts that such exercise price or strike price is less than
the “fair market value” of the Common Stock on the date of grant as subsequently determined by the United States Internal
Revenue Service.


 


(d)            Withholding
Indemnification.  As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or
its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company
and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the
Company and/or its Affiliates to withhold the proper amount.


 


9.            Miscellaneous.


 


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


 


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


 


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


 






    13 


     


    

 



 


(d)            Stockholder
Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of
Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award
pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records
of the Company.


 


(e)            No
Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection
with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in
the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will and without
regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment of an Employee
with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s
agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the U.S. state or non-U.S. jurisdiction in which the Company or the Affiliate is
incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in
connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future
positions, future work assignments, future compensation or any other term or condition of employment or service or confer any right or
benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or
Plan.


 


(f)            Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and
the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the
date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a
corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become
payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the
vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect
to any portion of the Award that is so reduced or extended.


 


(g)            Execution
of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents
or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or intent
of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s
request.


 


(h)            Electronic
Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include
any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the
Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting
any Award, the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic
system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery
of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.


 






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(i)            Clawback/Recovery.
All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to
adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback
policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose
such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including
but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence
of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntarily
terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar
term under any plan of or agreement with the Company.


 


(j)            Securities
Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered
under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements
of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such
shares if the Company determines that such receipt would not be in material compliance with Applicable Law.


 


(k)            Transfer
or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under
the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued, or in the
case of a Restricted Stock Award and similar awards, after the issued shares have vested, the holder of such shares is free to assign,
hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with
the provisions herein, the terms of the Trading Policy and Applicable Law.


 


(l)            Effect
on Other Employee Benefit Plans.  The value of any Award granted under the Plan, as determined upon grant, vesting or settlement,
shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits
under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company
expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 


(m)            Deferrals.
To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment
of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs and
procedures for deferral elections to be made by Participants. Deferrals will be made in accordance with the requirements of Section 409A.


 


(n)            Section 409A.
Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent
possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt,
in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from
and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary
to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms
necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary
in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and
if a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee”
for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service”
(as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is
six months and one day following the date of such Participant’s “separation from service” or, if earlier, the date of
the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any
amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the
original schedule.


 






    	 	15	 



     


    

 


(o)            Choice
of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with,
the internal laws of the State of Delaware, without regard to conflict of law principles that would result in any application of any law
other than the law of the State of Delaware.


 


10.            Covenants
of the Company.


 


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


 


11.            Additional
Rules for Awards Subject to Section 409A.


 


(a)            Application.
 Unless the provisions of this Section of the Plan are expressly superseded by the provisions in the form of Award Agreement,
the provisions of this Section shall apply and shall supersede anything to the contrary set forth in the Award Agreement for a Non-Exempt
Award.


 


(b)            Non-Exempt
Awards Subject to Non-Exempt Severance Arrangements. To the extent a Non-Exempt Award is subject to Section 409A due to application
of a Non-Exempt Severance Arrangement, the following provisions of this subsection (b) apply.


 


(i)            If
the Non-Exempt Award vests in the ordinary course during the Participant’s Continuous Service in accordance with the vesting schedule
set forth in the Award Agreement, and does not accelerate vesting under the terms of a Non-Exempt Severance Arrangement, in no event will
the shares be issued in respect of such Non-Exempt Award any later than the later of: (i) December 31st of the calendar
year that includes the applicable vesting date, or (ii) the 60th day that follows the applicable vesting date.


 


(ii)            If
vesting of the Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with the Participant’s
Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of the Non-Exempt Award and,
therefore, are part of the terms of such Non-Exempt Award as of the date of grant, then the shares will be earlier issued in settlement
of such Non-Exempt Award upon the Participant’s Separation from Service in accordance with the terms of the Non-Exempt Severance
Arrangement, but in no event later than the 60th day that follows the date of the Participant’s Separation from Service.
However, if at the time the shares would otherwise be issued the Participant is subject to the distribution limitations contained in Section 409A
applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be
issued before the date that is six months following the date of such Participant’s Separation from Service, or, if earlier, the
date of the Participant’s death that occurs within such six month period.


 






    	 	16	 



     


    

 


(iii)            If
vesting of a Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with a Participant’s
Separation from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Non-Exempt Award and,
therefore, are not a part of the terms of such Non-Exempt Award on the date of grant, then such acceleration of vesting of the Non-Exempt
Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in
the Grant Notice as if they had vested in the ordinary course during the Participant’s Continuous Service, notwithstanding the vesting
acceleration of the Non-Exempt Award. Such issuance schedule is intended to satisfy the requirements of payment on a specified date or
pursuant to a fixed schedule, as provided under United States Treasury Regulations Section 1.409A-3(a)(4).


 


(c)            Treatment
of Non-Exempt Awards Upon a Corporate Transaction for Employees and Consultants. The provisions of this subsection (c) shall
apply and shall supersede anything to the contrary set forth in the Plan with respect to the permitted treatment of any Non-Exempt Award
in connection with a Corporate Transaction if the Participant was either an Employee or Consultant upon the applicable date of grant of
the Non-Exempt Award.


 


(i)            Vested
Non-Exempt Awards. The following provisions shall apply to any Vested Non-Exempt Award in connection with a Corporate Transaction:


 


(1)            If
the Corporate Transaction is also a Section 409A Change in Control, then the Acquiring Entity may not assume, continue or substitute
the Vested Non-Exempt Award. Upon the Section 409A Change in Control, the settlement of the Vested Non-Exempt Award will automatically
be accelerated and the shares will be immediately issued in respect of the Vested Non-Exempt Award. Alternatively, the Company may instead
provide that the Participant will receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued
to the Participant upon the Section 409A Change in Control.


 


(2)            If
the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue or
substitute each Vested Non-Exempt Award. The shares to be issued in respect of the Vested Non-Exempt Award shall be issued to the Participant
by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the Corporate Transaction had
not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute
a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to the Participant
on such issuance dates, with the determination of the Fair Market Value of the shares made on the date of the Corporate Transaction.


 


(ii)            Unvested
Non-Exempt Awards. The following provisions shall apply to any Unvested Non-Exempt Award unless otherwise determined by the Board
pursuant to subsection (e) of this Section.


 






    	 	17	 



     


    

 


(1)            In
the event of a Corporate Transaction, the Acquiring Entity shall assume, continue or substitute any Unvested Non-Exempt Award. Unless
otherwise determined by the Board, any Unvested Non-Exempt Award will remain subject to the same vesting and forfeiture restrictions that
were applicable to the Award prior to the Corporate Transaction. The shares to be issued in respect of any Unvested Non-Exempt Award shall
be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if
the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring
Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would
otherwise be issued to the Participant on such issuance dates, with the determination of Fair Market Value of the shares made on the date
of the Corporate Transaction.


 


(2)            If
the Acquiring Entity will not assume, substitute or continue any Unvested Non-Exempt Award in connection with a Corporate Transaction,
then such Award shall automatically terminate and be forfeited upon the Corporate Transaction with no consideration payable to any Participant
in respect of such forfeited Unvested Non-Exempt Award. Notwithstanding the foregoing, to the extent permitted and in compliance with
the requirements of Section 409A, the Board may in its discretion determine to elect to accelerate the vesting and settlement of
the Unvested Non-Exempt Award upon the Corporate Transaction, or instead substitute a cash payment equal to the Fair Market Value of such
shares that would otherwise be issued to the Participant, as further provided in subsection (e)(ii) below. In the absence of such
discretionary election by the Board, any Unvested Non-Exempt Award shall be forfeited without payment of any consideration to the affected
Participants if the Acquiring Entity will not assume, substitute or continue the Unvested Non-Exempt Awards in connection with the Corporate
Transaction.


 


(3)            The
foregoing treatment shall apply with respect to all Unvested Non-Exempt Awards upon any Corporate Transaction, and regardless of whether
or not such Corporate Transaction is also a Section 409A Change in Control.


 


(d)            Treatment
of Non-Exempt Awards Upon a Corporate Transaction for Non-Employee Directors. The following provisions of this subsection (d) shall
apply and shall supersede anything to the contrary that may be set forth in the Plan with respect to the permitted treatment of a Non-Exempt
Director Award in connection with a Corporate Transaction.


 


(i)            If
the Corporate Transaction is also a Section 409A Change in Control, then the Acquiring Entity may not assume, continue or substitute
the Non-Exempt Director Award. Upon the Section 409A Change in Control, the vesting and settlement of any Non-Exempt Director Award
will automatically be accelerated and the shares will be immediately issued to the Participant in respect of the Non-Exempt Director Award.
Alternatively, the Company may provide that the Participant will instead receive a cash settlement equal to the Fair Market Value of the
shares that would otherwise be issued to the Participant upon the Section 409A Change in Control pursuant to the preceding provision.


 


(ii)            If
the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue or
substitute the Non-Exempt Director Award. Unless otherwise determined by the Board, the Non-Exempt Director Award will remain subject
to the same vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate Transaction. The shares to be
issued in respect of the Non-Exempt Director Award shall be issued to the Participant by the Acquiring Entity on the same schedule that
the shares would have been issued to the Participant if the Corporate Transaction had not occurred. In the Acquiring Entity’s discretion,
in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to
the Fair Market Value of the shares that would otherwise be issued to the Participant on such issuance dates, with the determination of
Fair Market Value made on the date of the Corporate Transaction.


 






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(e)            If
the RSU Award is a Non-Exempt Award, then the provisions in this Section 11(e) shall apply and supersede anything to the contrary
that may be set forth in the Plan or the Award Agreement with respect to the permitted treatment of such Non-Exempt Award:


 


(i)            Any
exercise by the Board of discretion to accelerate the vesting of a Non-Exempt Award shall not result in any acceleration of the scheduled
issuance dates for the shares in respect of the Non-Exempt Award unless earlier issuance of the shares upon the applicable vesting dates
would be in compliance with the requirements of Section 409A.


 


(ii)            The
Company explicitly reserves the right to earlier settle any Non-Exempt Award to the extent permitted and in compliance with the requirements
of Section 409A, including pursuant to any of the exemptions available in United States Treasury Regulations Section 1.409A-3(j)(4)(ix).


 


(iii)            To
the extent the terms of any Non-Exempt Award provide that it will be settled upon a Change in Control or Corporate Transaction, to the
extent it is required for compliance with the requirements of Section 409A, the Change in Control or Corporate Transaction event
triggering settlement must also constitute a Section 409A Change in Control. To the extent the terms of a Non-Exempt Award provides
that it will be settled upon a termination of employment or termination of Continuous Service, to the extent it is required for compliance
with the requirements of Section 409A, the termination event triggering settlement must also constitute a Separation From Service.
However, if at the time the shares would otherwise be issued to a Participant in connection with a “separation from service”
such Participant is subject to the distribution limitations contained in Section 409A applicable to “specified employees,”
as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six months following
the date of the Participant’s Separation From Service, or, if earlier, the date of the Participant’s death that occurs within
such six month period.


 


(iv)            The
provisions in this subsection (e) for delivery of the shares in respect of the settlement of a RSU Award that is a Non-Exempt Award
are intended to comply with the requirements of Section 409A so that the delivery of the shares to the Participant in respect of
such Non-Exempt Award will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.


 


12.          Severability.


 


If all or any part of the
Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity
shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan
or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner
which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful
and valid.


 


13.          Termination
of the Plan.


 


The Board may suspend or terminate
the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date,
or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under the Plan while the Plan
is suspended or after it is terminated.


 






    	 	19	 



     


    

 


14.          Definitions.


 


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


 


(a)            “Acquiring
Entity” means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.


 


(b)            “Adoption
Date” means the date the Plan is first approved by the Board or Compensation Committee.


 


(c)            “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in
Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary”
status is determined within the foregoing definition.


 


(d)            “Applicable
Law” means the Code and any applicable U.S. or non-U.S. securities, federal, state, material local or municipal or other
law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial
decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority
of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market,
New York Stock Exchange, or the Financial Industry Regulatory Authority).


 


(e)            “Award”
means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a RSU Award, a SAR, a Performance Award or any Other Award).


 


(f)            “Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.
The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and conditions
applicable to the Award and which is provided to a Participant along with the Grant Notice.


 


(g)            “Board”
means the board of directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or
determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and
binding on all Participants.


 


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


 


(i)            “Cause”
has the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate defining such term
and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events:
(i) such Participant’s actual or attempted commission of, or participation in, a fraud or act of dishonesty against the Company
or an Affiliate; (ii) such Participant’s intentional, material violation of any contract or agreement between the Participant
and the Company or an Affiliate or of any statutory duty owed to the Company or an Affiliate; (iii)  such Participant’s unauthorized
use or disclosure of the Company’s or any of its Affiliate’s confidential information or trade secrets; or (iv) such
Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for
Cause or without Cause will be made by the Board with respect to Participants who are executive officers of the Company and by the Company’s
Chief Executive Officer with respect to Participants who are not executive officers of the Company. Any determination by the Company that
the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant
will have no effect upon any determination of the rights or obligations of the Company or an Affiliate or such Participant for any other
purpose.


 






    	 	20	 



     


    

 


(j)            “Change
in Control” or “Change of Control” means the occurrence, in a single transaction or in a series
of related transactions, of any one or more of the following events; provided, however, to the extent necessary to avoid adverse personal
income tax consequences to the Participant in connection with an Award, such event or events, as the case may be, also constitute a Section 409A
Change in Control:


 


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


 


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


 


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


 






    	 	21	 



     


    

 


(iv)            individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for
any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination
for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still
in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.


 


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


 


(k)            “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(l)            “Committee”
means the Compensation Committee and any other committee of one or more Directors to whom authority has been delegated by the Board or
Compensation Committee in accordance with the Plan.


 


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


 


(n)            “Company”
means MaxCyte, Inc., a Delaware corporation, and any successor thereto.


 


(o)            “Compensation
Committee” means the Compensation Committee of the Board.


 


(p)            “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for
such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered
a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan
only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s
securities to such person.


 


(q)            “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or
Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate
as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is
no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s
Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate,
as determined by the Board, such Participant’s Continuous Service will be considered to have terminated on the date such Entity
ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or
to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive
officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted
in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or
any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing,
a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in
the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant,
or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section 409A, the determination
of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent
with the definition of “separation from service” as defined under United States Treasury Regulation Section 1.409A-1(h) (without
regard to any alternative definition thereunder).


 






    	 	22	 



     


    

 


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


 


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


 


(ii)            a
sale or other disposition of at least 50% of the outstanding securities of the Company;


 


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


 


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


 


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


 


(t)            “determine”
or “determined” means as determined by the Board or the Committee (or its designee) in its sole discretion.


 


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


 


(v)            “Effective
Date” means the IPO Date, provided this Plan is approved by the Company’s stockholders prior to the IPO Date.


 


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


 


(x)            “Employer”
means the Company or the Affiliate that employs the Participant.


 


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


 


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


 






    	 	23	 



     


    

 


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


 


(bb)     “Fair
Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined
on a per share or aggregate basis, as applicable) determined as follows:


 


(i)            If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing
sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the
Common Stock) on the date of determination, as reported in a source the Board deems reliable.


 


(ii)            If
there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling
price on the last preceding date for which such quotation exists.


 


(iii)            In
the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by
the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.


 


(cc)     “Governmental
Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction
of any nature; (ii) U.S. federal, state, local, municipal, non-U.S. or other government; (iii) governmental or regulatory body,
or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission,
authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal,
and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority; or (iv) self-regulatory
organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).


 


(dd)     “Grant
Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes
the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award
or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.


 


(ee)     “Incentive
Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an
 “incentive stock option” within the meaning of Section 422 of the Code.


 


(ff)     “IPO
Date” means the date of execution of the underwriting agreement between the Company and the underwriter(s) managing
the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


 






    	 	24	 



     


    

 


(gg)     “Materially
Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under
the Award. A Participant's rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board,
in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For
example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the
Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to
maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms
of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive
Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance
with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Law.


 


(hh)     “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in
any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation
S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other
transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee
director” for purposes of Rule 16b-3.


 


(ii)            “Non-Exempt
Award” means any Award that is subject to, and not exempt from, Section 409A, including as the result of (i) a
deferral of the issuance of the shares subject to the Award which is elected by the Participant or imposed by the Company or (ii) the
terms of any Non-Exempt Severance Agreement.


 


(jj)     “Non-Exempt
Director Award” means a Non-Exempt Award granted to a Participant who was a Director but not an Employee on the applicable
grant date.


 


(kk)     “Non-Exempt
Severance Arrangement” means a severance arrangement or other agreement between the Participant and the Company that provides
for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of
employment or separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code (and without regard to
any alternative definition thereunder) (“Separation from Service”)) and such severance benefit does not satisfy
the requirements for an exemption from application of Section 409A provided under United States Treasury Regulations Section 1.409A-1(b)(4),
1.409A-1(b)(9) or otherwise.


 


(ll)     “Nonstatutory
Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock
Option.


 


(mm)     “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.


 


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


 


(oo)            “Option
Agreement” means a written agreement between the Company and the Optionholder evidencing the terms and conditions of the
Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of the general
terms and conditions applicable to the Option and which is provided to a Participant along with the Grant Notice. Each Option Agreement
will be subject to the terms and conditions of the Plan.


 






    	 	25	 



     


    

 


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


 


(qq)     “Other
Award” means an award valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation
in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the
time of grant), that is not an Incentive Stock Option, Nonstatutory Stock Option, SAR, Restricted Stock Award, RSU Award or Performance
Award.


 


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


 


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


 


(tt)     “Participant”
means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds
an outstanding Award.


 


(uu)     “Performance
Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent
upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5(b) pursuant
to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award
Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are
settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common
Stock.


 


(vv)     “Performance
Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for
a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination
of, the following as determined by the Board: earnings (including earnings per share and net earnings); earnings before interest, taxes
and depreciation; earnings before interest, taxes, depreciation and amortization; net income/loss adjusted for interest expense, interest
income, other income/expenses, net provision for/benefit from income taxes, depreciation and amortization, legal settlement expenses and
stock-based compensation expenses; other earnings measures; total stockholder return; return on equity or average stockholder’s
equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes);
operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or
product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an
equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholders’
equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating
income; pre-clinical development related compound goals; operations within or below pre-determined annual budget, sales of certain number
of instruments, reagents and/or service contracts; financing; regulatory milestones, including approval of a compound; stockholder liquidity;
corporate governance and compliance; product commercialization; intellectual property; personnel matters; progress of internal research
or clinical programs; progress of partnered programs; partner satisfaction; budget management; clinical achievements; completing phases
of a clinical study (including the treatment phase); announcing or presenting preliminary or final data from clinical studies; in each
case, whether on particular timelines or generally; timely completion of clinical trials; submission of INDs and NDAs and other regulatory
achievements; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; research
progress, including the development of programs; investor relations, analysts and communication; manufacturing achievements (including
obtaining particular yields from manufacturing runs and other measurable objectives related to process development activities); strategic
partnerships or transactions (including in-licensing and out-licensing of intellectual property; establishing relationships with commercial
entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing organizations,
distributors and other vendors); supply chain achievements (including establishing relationships with key manufacturers or suppliers of
active pharmaceutical ingredients and other component materials and manufacturers of the Company’s products); co-development, co-marketing,
profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and
other measures of performance selected by the Board or Committee.


 






    	 	26	 



     


    

 


(ww)     “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based
upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions,
Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the
performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award
is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established,
the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period
as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to
exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments
to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently”
as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures;
(7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of
a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of Common Stock
by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends;
(9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to
exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted
accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under
generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic
benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for
such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree
of achievement as specified in the Award Agreement.


 


(xx)            “Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be
measured for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be of
varying and overlapping duration, at the sole discretion of the Board.


 






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(yy)     “Plan”
means this MaxCyte, Inc. 2021 Equity Incentive Plan, as amended from time to time.


 


(zz)     “Plan
Administrator” means the person, persons, and/or third-party administrator designated by the Company to administer the day
to day operations of the Plan and the Company’s other equity incentive programs.


 


(aaa)     “Post-Termination
Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option
or SAR is exercisable, as specified in Section 4(h).


 


(bbb)     “Prior
Plan” means the Company’s 2015 Equity Incentive Plan, as amended.


 


(ccc)     “Prior
Plan’s Available Reserve” means the number of shares available for the grant of new awards under the Prior Plan as
of immediately prior to the Effective Date.


 


(ddd)     “Returning
Shares” means shares subject to outstanding stock awards granted under the Prior Plan and that following the Effective Date:
(A)  are not issued because such stock award or any portion thereof expires or otherwise terminates without all of the shares covered
by such stock award having been issued; (B)  are not issued because such stock award or any portion thereof is settled in cash; (C) 
are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting
of such shares; (D) are withheld or reacquired to satisfy the exercise, strike or purchase price; or (E) are withheld or reacquired
to satisfy a tax withholding obligation.


 


(eee)     “Restricted
Stock Award” or “RSA” means an Award of shares of Common Stock which is granted pursuant to the
terms and conditions of Section 5(a).


 


(fff)     “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement includes the Grant Notice for the Restricted
Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the Restricted Stock Award
and which is provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(ggg)     “RSU
Award” or “RSU” means an Award of restricted stock units representing the right to receive an
issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).


 


(hhh)     “RSU
Award Agreement” means a written agreement between the Company and a holder of a RSU Award evidencing the terms and conditions
of a RSU Award. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written summary of
the general terms and conditions applicable to the RSU Award and which is provided to a Participant along with the Grant Notice. Each
RSU Award Agreement will be subject to the terms and conditions of the Plan.


 


(iii)            “Rule 16b-3”
means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


 


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


 






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(kkk)     “Section 409A”
means Section 409A of the Code and the regulations and other guidance thereunder.


 


(lll)     “Section 409A
Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial
portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and United States Treasury Regulations
Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).


 


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


 


(nnn)     “Share
Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).


 


(ooo)            “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is
granted pursuant to the terms and conditions of Section 4.


 


(ppp)     “SAR
Agreement” means a written agreement between the Company and a holder of a SAR evidencing the terms and conditions of a
SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general terms
and conditions applicable to the SAR and which is provided to a Participant along with the Grant Notice. Each SAR Agreement will be subject
to the terms and conditions of the Plan.


 


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


 


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


 


(sss)     “Trading
Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain “window”
periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time to
time.


 


(ttt)     “Unvested
Non-Exempt Award” means the portion of any Non-Exempt Award that had not vested in accordance with its terms upon or prior
to the date of any Corporate Transaction.


 


(uuu)     “Vested
Non-Exempt Award” means the portion of any Non-Exempt Award that had vested in accordance with its terms upon or prior to
the date of a Corporate Transaction.


 






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