Exhibit 10.7


 


2021 STOCK INCENTIVE PLAN


 


(dated as of July [ ], 2021)


 


Unless otherwise defined, terms used herein
shall have the meaning ascribed to them in Section 2 hereof.


 


1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION.


 


1.1. Purpose. The purpose
of Pasithea Therapeutics Corp.’s 2021 Stock Incentive Plan (as amended, this “Plan”) is to afford an incentive
to Service Providers of Pasithea Therapeutics Corp., a corporation incorporated under the laws of the State of Delaware (together with
any successor corporation thereto, the “Company”), or any Affiliate of the Company, which now exists or hereafter is
organized or acquired by the Company or its Affiliates, to continue as Service Providers, to increase their efforts on behalf of the Company
or its Affiliates and to promote the success of the Company’s business, by providing such Service Providers with opportunities to
acquire a proprietary interest in the Company by the issuance of Shares or restricted Shares (“Restricted Stock”) of
the Company, and by the grant of options to purchase Shares (“Options”), Restricted Stock Units (“RSUs”)
and other Share-based Awards pursuant to Sections 11 through 13 of this Plan. In addition, Awards may be granted to Service Providers
under this Plan for any purpose that the Board finds appropriate, at its discretion.


 


1.2. Types of Awards.
This Plan is intended to enable the Company to issue Awards under various tax regimes, including:


 


	 	(i)	Incentive Stock Options within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted United States federal tax statute, as amended from time to time, to be granted to Employees who are deemed to be residents of the United States, for purposes of taxation, or are otherwise subject to U.S. Federal income tax (such Awards that are intended to be (as set forth in the Award Agreement) and which qualify as an incentive stock option within the meaning of Section 422(b) of the Code, “Incentive Stock Options”); and
	 	 	 
	 	(ii)	Awards not intended to be (as set forth in the Award Agreement) or which do not qualify as an Incentive Stock Option (“Nonqualified Stock Options”).


 


In addition to the issuance of Awards under the
relevant tax regimes in the United States of America, and without derogating from the generality of Section 25, this Plan contemplates
issuances to Grantees in other jurisdictions or under other tax regimes with respect to which the Committee is empowered, but is not required,
to make the requisite adjustments in this Plan and set forth the relevant conditions in an appendix to this Plan or in the Company’s
agreement with the Grantee in order to comply with the requirements of such other tax regimes.


 


1.3. Company Status.
This Plan contemplates the issuance of Awards by the Company as a public company.


 


1.4. Construction.
To the extent any provision herein conflicts with the conditions of any relevant tax law, rule or regulation which are relied upon for
tax relief in respect of a particular Award to a Grantee, the Committee is empowered, but is not required, hereunder to determine that
the provisions of such law, rule or regulation shall prevail over those of this Plan and to interpret and enforce such prevailing provisions.


 


2. DEFINITIONS.


 


2.1. Terms Generally.
Except when otherwise indicated by the context, (i) the singular shall include the plural and the plural shall include the singular; (ii)
any pronoun shall include the corresponding masculine, feminine and neuter forms; (iii) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time
amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications
set forth therein or herein), (iv) references to any law, constitution, statute, treaty, regulation, rule or ordinance, including any
section or other part thereof shall refer to it as amended from time to time and shall include any successor thereof, (v) reference to
a “company” or “entity” shall include a, partnership, corporation, limited liability company, association, trust,
unincorporated organization, or a government or agency or political subdivision thereof, and reference to a “person” shall
mean any of the foregoing or an individual, (vi) the words “herein”, “hereof” and “hereunder”, and
words of similar import, shall be construed to refer to this Plan in its entirety, and not to any particular provision hereof, (vii) all
references herein to Sections shall be construed to refer to Sections to this Plan; (viii) the words “include”, “includes”
and “including” shall be deemed to be followed by the phrase “without limitation”; and (ix) use of the term “or”
is not intended to be exclusive.


 






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2.2. Defined Terms.
The following terms shall have the meanings ascribed to them in this Section 2:


 


2.3. “Affiliate”
shall mean, (i) with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such person (with the term “control” or “controlled by” within
the meaning of Rule 405 of Regulation C under the Securities Act), including, without limitation, any Parent or Subsidiary.


 


2.4. “Applicable
Law” shall mean any applicable law, rule, regulation, statute, pronouncement, policy, interpretation, judgment, order or decree
of any federal, provincial, state or local governmental, regulatory or adjudicative authority or agency, of any jurisdiction, and the
rules and regulations of any stock exchange, over-the-counter market or trading system on which the Company’s shares of capital
stock are then traded or listed.


 


2.5. “Award”
shall mean any Option, Restricted Stock, RSUs or any other Share-based award granted under this Plan.


 


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


 


2.7. “Code”
shall mean the United States Internal Revenue Code of 1986, and any applicable regulations promulgated thereunder, all as amended.


 


2.8. “Committee”
shall mean a committee established or appointed by the Board to administer this Plan, subject to Section 3.1. To the extent required to
comply with the provisions of Rule 16b-3 of the Exchange Act, it is intended that each member of the Committee will be, at the time the
Committee takes any action with respect to an Award that is subject to Rule 16b-3 of the Exchange Act, a “non-employee director”
within the meaning of Rule 16b-3 of the Exchange Act; however, a Committee member’s failure to qualify as a “non-employee
director” within the meaning of Rule 16b-3 of the Exchange Act will not invalidate any Award granted by the Committee that is otherwise
validly granted under the Plan.


  


2.9. “Disability”
shall mean (i) the inability of a Grantee to engage in any substantial gainful activity or to perform the major duties of the Grantee’s
position with the Company or its Affiliates by reason of any medically determinable physical or mental impairment which has lasted or
can be expected to last for a continuous period of not less than 12 months (or such other period as determined by the Committee), as determined
by a qualified doctor acceptable to the Company, (ii) if applicable, a “permanent and total disability” as defined in Section
22(e)(3) of the Code or Section 409A(a)(2)(c)(i) of the Code, as amended from time to time with respect to Incentive Stock Options, or
(iii) as defined in a policy of the Company that the Committee has taken written action to make applicable to this Plan, or that makes
reference to this Plan, for purposes of this definition.


 


2.10. “Employee”
shall mean any person treated as an employee (including an officer or a director who is also treated as an employee) in the records of
the Company or any of its Affiliates (and in the case of Incentive Stock Options, who is an employee for purposes of Section 422 of the
Code); provided, however, that neither service as a director nor payment of a director’s fee shall be sufficient to
constitute employment for purposes of this Plan. The Company shall determine in good faith and in the exercise of its discretion whether
an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of
employment, as the case may be. For purposes of a person’s rights, if any, under this Plan as of the time of the Company’s
determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any
court of law or governmental agency subsequently makes a contrary determination.


 


2.11. “employment”,
“employed” and words of similar import shall be deemed to refer to the employment of Employees or to the services of
any other Service Provider, as the case may be.


 






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2.12. “Exchange Act”
shall mean the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority issued
thereunder.


 


2.13. “exercise”,
“exercised” and words of similar import, when referring to an Award that does not require exercise or that is settled
upon vesting (such as may be the case with RSUs or Restricted Stock, if so determined in their terms), shall be deemed to refer to the
vesting of such an Award (regardless of whether or not the wording included reference to vesting of such an Awards explicitly).


 


2.14. “Exercise Period”
shall mean the period, commencing on the date of grant of an Award, during which an Award shall be exercisable, subject to any vesting
provisions thereof (including any acceleration thereof, if any) and subject to the termination provisions hereof.


 


2.15. “Exercise Price”
shall mean the exercise price for each Share covered by an Option or the purchase price for each Share covered by any other Award.


 


2.16. “Fair Market
Value” shall mean, as of any date, the value of a Share or other property as determined by the Board, in its discretion, subject
to the following: (i) if, on such date, the Shares are listed on any securities exchange, the closing sales price per Share on which the
Shares are principally traded on such date, or if no sale occurred on such date, the last day preceding such date during which a sale
occurred, as reported in The Wall Street Journal or such other source as the Company deems reliable; (ii) if, on such date, the Shares
are then quoted in an over-the-counter market, the average of the closing bid and asked prices for the Shares in that market on such date,
or if there are no bid and asked prices on such date, the last day preceding such date on which there are bid and asked prices, as reported
in The Wall Street Journal or such other source as the Company deems reliable; or (iii) if, on such date, the Shares are not then listed
on a securities exchange or quoted in an over-the-counter market, or in case of any other property, such value as the Committee, in its
sole discretion, shall determine, with full authority to determine the method for making such determination and which determination shall
be conclusive and binding on all parties, and shall be made after such consultations with outside legal, accounting and other experts
as the Committee may deem advisable; provided, however, that the Committee shall have the right to change the manner in
which Fair Market Value of the Shares is determined consistent with the applicable requirements of and subject to Section 409A of the
Code, and with respect to Incentive Stock Options, in a manner that satisfies the applicable requirements of and subject to Section 422
of the Code, subject to Section 422(c)(7) of the Code. If the Shares are listed or quoted on more than one established stock exchange
or over-the-counter market, the Committee shall determine the principal such exchange or market and utilize the price of the Shares on
that exchange or market (determined as per the method described in clauses (i) or (ii) above, as applicable) for the purpose of determining
Fair Market Value.


 


2.17. “Grantee”
shall mean a person who has been granted an Award(s) under this Plan.


  


2.18. “Parent”
shall mean any company (other than the Company), which now exists or is hereafter organized, (i) in an unbroken chain of companies ending
with the Company if, at the time of granting an Award, each of the companies (other than the Company) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain, or (ii) if applicable
and for purposes of Incentive Stock Options, that is a “parent corporation” of the Company, as defined in Section 424(e) of
the Code.


 


2.19. “Retirement”
shall mean a Grantee’s retirement in accordance with any definition of retirement adopted by the Committee based on years of service,
age or both.


 


2.20. “Securities
Act” shall mean the U.S. Securities Act of 1933, and the rules and regulations promulgated thereunder, all as amended from time
to time.


 


2.21. “Service Provider”
shall mean an Employee, director, officer, consultant, advisor and any other person or entity who provides services to the Company or
any Parent, Subsidiary or other Affiliate thereof. Service Providers shall include prospective Service Providers to whom Awards are granted
in connection with written offers of an employment or other service relationship with the Company or any Parent, Subsidiary or any other
Affiliates thereof, provided, however, that such employment or service shall have actually commenced within twelve months
of the offer. Notwithstanding the foregoing, unless otherwise determined by the Committee, each Service Provider shall be an “employee”
as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto).


 






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2.22. “Share(s)”
shall mean share(s) of Common Stock, par value $0.0001 of the Company (as adjusted for stock split, reverse stock split, bonus shares,
combination or other recapitalization events), or shares of such other class of stock of the Company as shall be designated by the Board
in respect of the relevant Award(s). “Shares” include any securities or property issued or distributed with respect thereto.


 


2.23. “Subsidiary”
shall mean any company (other than the Company), which now exists or is hereafter organized or acquired by the Company, (i) in an unbroken
chain of companies beginning with the Company if, at the time of granting an Award, each of the companies other than the last company
in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other companies in such chain, or (ii) if applicable and for purposes of Incentive Stock Options, that is a “subsidiary
corporation” of the Company, as defined in Section 424(f) of the Code.


 


2.24. “Ten Percent
Stockholder” shall mean a Grantee who, at the time an Award is granted to the Grantee, owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, within the meaning of Section
422(b)(6) of the Code.


 


3. ADMINISTRATION.


 


3.1. To the extent permitted
under Applicable Law, the Company’s Certificate of Incorporation, the Company’s Bylaws and any other governing document of
the Company (collectively, as amended from time to time, the “Charter Documents”), this Plan shall be administered
by the Committee. In the event that the Board does not appoint or establish a committee to administer this Plan, this Plan shall be administered
by the Board and, accordingly, any and all references herein to the Committee shall be construed as references to the Board. In the event
that an action necessary for the administration of this Plan is required under Applicable Law to be taken by the Board without the right
of delegation, or if such action or power was explicitly reserved by the Board in appointing, establishing and empowering the Committee,
then such action shall be so taken by the Board. In any such event, all references herein to the Committee shall be construed as references
to the Board. Even if such a Committee was appointed or established, the Board may take any actions that are stated to be vested in the
Committee, and shall not be restricted or limited from exercising all rights, powers and authorities under this Plan or Applicable Law.


 


3.2. The Board shall appoint
the members of the Committee, may from time to time remove members from, or add members to, the Committee, and shall fill vacancies in
the Committee, however caused, provided that the composition of the Committee shall at all times be in compliance with any mandatory requirements
of Applicable Law or any Charter Documents. The Committee may select one of its members as its Chairman and shall hold its meetings at
such times and places as it shall determine. The Committee may appoint a Secretary, who shall keep records of its meetings, and shall
make such rules and regulations for the conduct of its business as it shall deem advisable and subject to mandatory requirements of Applicable
Law.


 


3.3. Subject to the terms
and conditions of this Plan, any mandatory provisions of Applicable Law and any provisions of any Company policy required under mandatory
provisions of Applicable Law, and in addition to the Committee’s powers contained elsewhere in this Plan, the Committee shall have
full authority, in its sole discretion, from time to time and at any time, to determine any of the following, or to recommend to the Board
any of the following if it is not authorized to take such action according to Applicable Law:


 


	 	(i)	the Service Providers who shall receive Awards from time to time,
	 	 	 
	 	(ii)	terms and provisions of Award Agreements (which need not be identical) and any other agreements or instruments under which Awards are made, including, but not limited to, the number of Shares underlying each Award and the class of Shares underlying each Award (if more than one class was designated by the Board),
	 	 	 
	 	(iii)	the time or times at which Awards shall be granted,



 






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	 	(iv)	the terms, conditions and restrictions applicable to each Award (which need not be identical) and any Shares acquired upon the exercise or (if applicable) vesting thereof, including, without limitation, (1) designating Awards under Section 1.2; (2) the vesting schedule, the acceleration thereof and terms and conditions upon which Awards may be exercised or become vested, (3) the Exercise Price, (4) the method of payment for Shares purchased upon the exercise or (if applicable) vesting of the Awards, (5) the method for satisfaction of any tax withholding obligation arising in connection with the Awards or such Shares, including by the withholding or delivery of Shares, (6) the time of the expiration of the Awards, (7) the effect of the Grantee’s termination of employment with the Company or any of its Affiliates, and (8) all other terms, conditions and restrictions applicable to the Award or the Shares not inconsistent with the terms of this Plan,
	 	 	 
	 	(v)	to accelerate, continue, extend or defer the exercisability of any Award or the vesting thereof, including with respect to the period following a Grantee’s termination of employment or other service,
	 	 	 
	 	(vi)	the interpretation of this Plan and any Award Agreement and the meaning, interpretation and applicability of terms referred to in Applicable Law,
	 	 	 
	 	(vii)	policies, guidelines, rules and regulations relating to and for carrying out this Plan, and any amendment, supplement or rescission thereof, as it may deem appropriate,
	 	 	 
	 	(viii)	 to adopt supplements to, or alternative versions of, this Plan, including, without limitation, as it deems necessary or desirable to comply with the laws of, or to accommodate the tax regime or custom of, foreign jurisdictions whose citizens or residents may be granted Awards,
	 	 	 
	 	(ix)	the Fair Market Value of the Shares or other property,
	 	 	 
	 	 	 
	 	(x) 	the authorization and approval of conversion, substitution, cancellation or suspension under and in accordance with this Plan of any or all Awards or Shares,
	 	 	 
	 	(xi)	the amendment, modification, waiver or supplement of the terms of each outstanding Award (with the consent of the applicable Grantee, if such amendment materially and adversely affects the Grantee’s rights under the Award (other than as a result of an adjustment or exercise of rights in accordance with Section 14)) unless otherwise provided under the terms of this Plan,


 


	 	(xii)	to correct any defect, supply any omission or reconcile any inconsistency in this Plan or any Award Agreement and all other determinations and take such other actions with respect to this Plan or any Award as it may deem advisable to the extent not inconsistent with the provisions of this Plan or Applicable Law,
	 	 	 
	 	(xiii)	 establish rules or procedures with respect to provisions under this Plan, including but not limited to Section 25 hereunder,
	 	 	 
	 	(xiv)	 delegate authority to act on the Committee’s behalf under Section 3.8, and
	 	 	 
	 	(xv)	any other matter which is necessary or desirable for, or incidental to, the administration of this Plan and any Award thereunder.


 


3.4. The authority granted
hereunder includes the authority to modify Awards to eligible individuals who are foreign nationals or are individuals who are employed
outside the United States of America to recognize differences in local law, tax policy or custom, in order to effectuate the purposes
of this Plan but without amending this Plan.


 






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3.5. The Board and the Committee
shall be free at all times to make such determinations and take such actions as they deem fit. The Board and the Committee need not take
the same action or determination with respect to all Awards, with respect to certain types of Awards, with respect to all Service Providers
or any certain type of Service Providers and actions and determinations may differ as among the Grantees, and as between the Grantees
and any other holders of securities of the Company.


 


3.6. All decisions, determinations,
and interpretations of the Committee, the Board and the Company under this Plan shall be final and binding on all Grantees (whether before
or after the issuance of Shares pursuant to Awards), unless otherwise determined by the Committee, the Board or the Company, respectively,
in its sole discretion. The Committee shall have the authority (but not the obligation) to determine the interpretation and applicability
of Applicable Law to any Grantee or any Awards. No member of the Committee or the Board shall be liable to any Grantee for any action
taken or determination made in good faith with respect to this Plan or any Award granted hereunder.


 


3.7. Any officer or authorized
signatory of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination
or election which is the responsibility of or which is allocated to the Company herein, provided such person has apparent authority with
respect to such matter, right, obligation, determination or election. Such person or authorized signatory shall not be liable to any Grantee
for any action taken or determination made in good faith with respect to this Plan or any Award granted hereunder.


 


3.8 Subject to any requirements
of Applicable Law (including as applicable Sections 152 and 157(c) of the General Corporation Law of the State of Delaware), the Board
may delegate to one or more officers of the Company the power to grant Awards (subject to any limitations under the Plan) to Service Providers
and to exercise such other powers under the Plan as the Company may determine, provided that the Committee shall fix the terms of Awards
to be granted by such officers, the maximum number of shares subject to Awards that the officers may grant, and the time period in which
such Awards may be granted; and provided further, that no officer shall be authorized to grant Awards to any “executive officer”
of the Company (as defined by Rule 3b-7 under the Exchange Act) or to any “officer” of the Company by Rule 16a-1(f) under
the Exchange Act. Any decision, determination or interpretation taken by an officer within the scope of a delegation of authority shall
be treated as if taken by the Committee.


 


4. ELIGIBILITY.


 


Awards may be granted to Service Providers of
the Company or any Affiliate thereof, taking into account, at the Committee’s discretion and without an obligation to do so, the
qualification under each tax regime pursuant to which such Awards are granted, subject to the limitation on the granting of Incentive
Stock Options set forth in Section 8.1. A person who has been granted an Award hereunder may be granted additional Awards, if the Committee
shall so determine, subject to the limitations herein. However, eligibility in accordance with this Section 4 shall not entitle any person
to be granted an Award, or, having been granted an Award, to be granted an additional Award. Awards may differ in number of Shares covered
thereby, the terms and conditions applying to them or on the Grantees or in any other respect (including, that there should not be any
expectation (and it is hereby disclaimed) that a certain treatment, interpretation or position granted to one shall be applied to the
other, regardless of whether or not the facts or circumstances are the same or similar).


 


5. SHARES.


 


5.1. The maximum aggregate
number of Shares that may be issued pursuant to Awards under this Plan (the “Pool”) shall be the sum of (i) 1,280,732 Shares
and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031,
equal to the lesser of (A) 3% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding
calendar year or (B) such smaller number of Shares as is determined by the Board (each, an “Annual Increase”). However, except
as adjusted pursuant to Section 14.1, in no event (C) shall more than 1,280,732 Shares, as adjusted in accordance with Section 5.2, be
initially available for issuance pursuant to the exercise of Incentive Stock Options, and (D) shall more than an additional 300,000 Shares,
as adjusted in accordance with Section 5.2, be available with respect to an Annual Increase for issuance pursuant to the exercise of Incentive
Stock Options.


 






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5.2. Any Shares (a) underlying
an Award granted hereunder that has expired, or was cancelled, terminated, forfeited or, repurchased or settled in cash in lieu of issuance
of Shares or otherwise, for any reason, without having been exercised; (b) if permitted by the Company, tendered to pay the Exercise Price
of an Award, or withholding tax obligations with respect to an Award; or (c) if permitted by the Company, subject to an Award that are
not delivered to a Grantee because such Shares are withheld to pay the Exercise Price of such Award, or withholding tax obligations with
respect to such Award; shall automatically, and without any further action on the part of the Company or any Grantee, again be available
for grant of Awards and Shares issued upon exercise of (if applicable) vesting thereof for the purposes of this Plan (unless this Plan
shall have been terminated or unless the Board determines otherwise). Such Shares may, in whole or in part, be authorized but unissued
Shares, treasury stock (dormant shares) or otherwise Shares that shall have been or may be repurchased by the Company (to the extent permitted
pursuant to Applicable Law).


 


5.3. Substitute Awards granted
pursuant to Section 14.4 of the Plan shall not count against the Shares otherwise available for issuance under the Plan under Section
5.1.


 


5.4. Any Shares under the
Pool that are not subject to outstanding or exercised Awards at the termination of this Plan shall cease to be reserved for the purpose
of this Plan.


 


5.5. Notwithstanding any provision
to the contrary in the Plan, the Committee may establish total cash and equity compensation for non-employee members of the Board from
time to time, subject to the limitations in the Plan. The Committee will from time to time determine the terms, conditions and amounts
of all such non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account
such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation,
or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting
Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee member of the Board as compensation for
services as a non-employee member of the Board during any fiscal year of the Company may not exceed $500,000, increased to $750,000 in
the fiscal year in which the Effective Date occurs or in the fiscal year of a non-employee member of the Board’s initial service
as a non-employee member of the Board. The Committee may make exceptions to this limit for individual non-employee members of the Board
in extraordinary circumstances, as the Committee may determine in its discretion, provided that the non-employee member of the Board receiving
such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions
involving non-employee members of the Board. 


 


6. TERMS AND CONDITIONS OF AWARDS.


 


Each Award granted pursuant to this Plan shall
be evidenced by a written or electronic agreement between the Company and the Grantee or a written or electronic notice delivered by the
Company (the “Award Agreement”), in substantially such form or forms and containing such terms and conditions, as the
Committee shall from time to time approve. The Award Agreement shall comply with and be subject to the following general terms and conditions
and the provisions of this Plan (except for any provisions applying to Awards under different tax regimes), unless otherwise specifically
provided in such Award Agreement, or the terms referred to in other Sections of this Plan applying to Awards under such applicable tax
regimes, or terms prescribed by Applicable Law. Award Agreements need not be in the same form and may differ in the terms and conditions
included therein.


 


6.1. Number of Shares.
Each Award Agreement shall state the number of Shares covered by the Award.


 


6.2. Type of Award.
Each Award Agreement may state the type of Award granted thereunder, provided that the tax treatment of any Award, whether or not stated
in the Award Agreement, shall be as determined in accordance with Applicable Law.


 


6.3. Exercise Price.
Each Award Agreement shall state the Exercise Price, if applicable, which shall be subject to adjustment as provided in Section 14 hereof.


 






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6.4. Manner of Exercise.
An Award may be exercised, as to any or all Shares as to which the Award has become exercisable, by written notice delivered in person
or by mail (or such other methods of delivery prescribed by the Company) to the Chief Financial Officer of the Company or to such other
person as determined by the Committee, or in any other manner as the Committee shall prescribe from time to time, specifying the number
of Shares with respect to which the Award is being exercised (which may be equal to or lower than the aggregate number of Shares that
have become exercisable at such time, subject to the last sentence of this Section), accompanied by payment of the aggregate Exercise
Price for such Shares in the manner specified in the following sentence. The Exercise Price shall be paid in full with respect to each
Share, at the time of exercise, either in (i) cash, (ii) if the Company’s shares are listed for trading on any securities exchange
or over-the-counter market, and if the Committee so determines, all or part of the Exercise Price may be paid by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all
or part of the sales proceeds to the Company, (iii) if the Company’s stock is listed for trading on any securities exchange or over-the-counter
market, and if the Committee so determines, all or part of the Exercise Price and any withholding taxes may be paid by the delivery (on
a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker, as security for a loan, and to
deliver all or part of the loan proceeds to the Company, or (iv) in such other manner as the Committee shall determine, which may include
procedures for cashless exercise. For as long as the Company’s stock is not listed for trading on any securities exchange or over-the-counter
market and unless the Committee determines otherwise, a Grantee may not exercise Awards unless the aggregate Exercise Price thereof is
equal to or in excess of the lower of: (a) the aggregate Exercise Price for all Shares as to which the Award has become exercisable at
such time; or (b) US $2,000.


 


6.5. Term and Vesting of
Awards.


 


6.5.1 Each Award Agreement shall
provide the vesting schedule for the Award as determined by the Committee. The Committee shall have the authority to determine the vesting
schedule and accelerate the vesting of any outstanding Award at such time and under such circumstances as it, in its sole discretion,
deems appropriate. Unless otherwise resolved by the Committee and stated in the Award Agreement, and subject to Sections 6.6 and 6.7 hereof,
Awards shall vest and become exercisable under the following schedule: twenty-five percent (25%) of the Shares covered by the Award, on
the first anniversary of the vesting commencement date determined by the Committee (and in the absence of such determination, of date
on which such Award was granted), and six and one-quarter percent (6.25%) of the Shares covered by the Award at the end of each subsequent
three-month period thereafter over the course of the following three (3) years; provided that the Grantee remains continuously as a Service
Provider of the Company or its Affiliates throughout such vesting dates.


 


6.5.2 The Award Agreement may
contain performance goals and measurements and the provisions with respect to any Award need not be the same as the provisions with respect
to any other Award. Such performance goals may include, but are not limited to, sales, earnings before interest and taxes, return on investment,
earnings per share, any combination of the foregoing or rate of growth of any of the foregoing, as determined by the Committee. If the
occurrence of any unbudgeted or unanticipated item would make fair and equitable measurement of the performance goal(s) under an Award
for part or all of a performance period no longer practical, the Committee, without the need for a consent of any holder of an Award,
shall adjust and modify in its sole discretion the results with respect to any such goal to preserve (but not enhance) the incentives
contemplated under the Award Agreement. For purposes of this Section 6.5.2, unbudgeted or unanticipated items shall include, but not be
limited to, costs associated with natural disasters, storms or pandemics (including, without limitation, COVID-19), foreign exchange variations,
changes in accounting principles or tax laws, material litigation costs that could not have been reasonably anticipated in the ordinary
course of business, costs of severance or other reductions in force, capital markets transactions, restructurings or recapitalizations,
business combinations or consolidations, stock splits or reverse splits, extraordinary special stock dividends, rights offerings, spin-offs,
or similar transactions.


 


6.5.3 The Exercise Period of
an Award will be ten (10) years from the date of grant of the Award, unless otherwise determined by the Committee and stated in the Award
Agreement, but subject to the vesting provisions described above and the early termination provisions set forth in Sections 6.6 and 6.7
hereof. At the expiration of the Exercise Period, any Award, or any part thereof, that has not been exercised within the term of the Award
and the Shares covered thereby not paid for in accordance with this Plan and the Award Agreement shall terminate and become null and void,
and all interests and rights of the Grantee in and to the same shall expire.


 






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6.6. Termination.


 


6.6.1 Unless otherwise determined
by the Committee, and subject to this Section 6.6 and Section 6.7 hereof, an Award may not be exercised unless the Grantee has continuously
been employed or otherwise providing services to the Company or its Affiliates since the date of grant of the Award and throughout the
vesting dates.


 


6.6.2 In the event that the
employment or service of a Grantee shall terminate (other than by reason of death, Disability or Retirement), such that Grantee is no
longer actively providing services of any type to either the Company nor any Affiliate thereof, all Awards of such Grantee that are unvested
at the time of such termination shall terminate on the date of such termination, and all Awards of such Grantee that are vested and exercisable
at the time of such termination may be exercised within up to three (3) months after the date of such termination (or such different period
as the Committee shall prescribe), but in any event no later than the date of expiration of the Award’s term as set forth in the
Award Agreement or pursuant to this Plan; provided, however, that if the Company (or the Subsidiary or other Affiliate thereof,
as applicable) shall terminate the Grantee’s employment or service for Cause (as defined below) or if at any time during the Exercise
Period (whether prior to and after termination of employment or service, and whether or not the Grantee’s employment or service
is or has been terminated by either party as a result thereof), facts or circumstances arise or are discovered with respect to the Grantee
that would have constituted Cause, all Awards theretofore granted to such Grantee (whether vested or not) shall terminate on the date
of such termination (or on such subsequent date on which such facts or circumstances arise or are discovered, as the case may be) unless
otherwise determined by the Committee; and any Shares issued upon exercise or (if applicable) vesting of Awards (including other Shares
or securities issued or distributed with respect thereto), whether held by the Grantee or for the Grantee’s benefit, shall be deemed
to be irrevocably offered for sale to the Company, any of its Affiliates or any person designated by the Company to purchase, at the Company’s
election and subject to Applicable Law, either for no consideration, for the par value of such Shares (if shares bear a par value) or
against payment of the Exercise Price previously received by the Company for such Shares upon their issuance, as the Committee deems fit,
upon written notice to the Grantee at any time after the Grantee’s termination of employment or service. Such Shares or other securities
shall be sold and transferred within 30 days from the date of the Company’s notice of its election to exercise its right. If the
Grantee fails to transfer such Shares or other securities to the Company, the Company, at the decision of the Committee, shall be entitled
to forfeit or repurchase such Shares and to authorize any person to execute on behalf of the Grantee any document necessary to effect
such transfer, whether or not the stock certificates are surrendered. The Company shall have the right and authority to effect the above
either by: (i) repurchasing all of such Shares or other securities held by the Grantee for the benefit of the Grantee, or designate any
other person who shall have the right and authority to purchase all of Such Shares or other securities, for the Exercise Price paid for
such Shares, the par value of such Shares (if shares bear a par value) or for no payment or consideration whatsoever, as the Committee
deems fit; (ii) forfeiting all such Shares or other securities; (iii) redeeming all such Shares or other securities, for the Exercise
Price paid for such Shares, the par value of such Shares (if shares bear a par value) or for no payment or consideration whatsoever, as
the Committee deems fit; (iv) taking action in order to have such Shares or other securities converted into deferred stock entitling their
holder only to their par value (if shares bear a par value) upon liquidation of the Company; or (v) taking any other action which may
be required in order to achieve similar results; all as shall be determined by the Committee, at its sole and absolute discretion, and
the Grantee is deemed to irrevocably empower the Company or any person which may be designated by it to take any action by, in the name
of or on behalf of the Grantee to comply with and give effect to such actions (including, voting such stock, filling in, signing and delivering
stock powers, etc.). For clarity, in the event that such Shares are not purchased as set forth above, any subsequent sale or disposition
thereof shall be subject to provisions of this Plan, the Charter Documents and any Stockholders Agreements.


 


6.6.3 Notwithstanding anything
to the contrary, the Committee, in its absolute discretion, may, on such terms and conditions as it may determine appropriate, extend
the periods for which Awards held by any Grantee may continue to vest and be exercisable; it being clarified that such Awards may lose
their entitlement to certain tax benefits under Applicable Law as a result of the modification of such Awards and/or in the event that
the Award is exercised beyond the later of: (i) three (3) months after the date of termination of the employment or service relationship;
or (ii) the applicable period under Section 6.7 below with respect to a termination of the employment or service relationship because
of the death, Disability or Retirement of Grantee.


 






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6.6.4 For purposes of this Plan:


 


6.6.4.1. A termination of
employment or service of a Grantee shall not be deemed to occur (except to the extent required by the Code with respect to the Incentive
Stock Option status of an Option) in case of (i) a transition or transfer of a Grantee among the Company and its Affiliates, (ii) a change
in the capacity in which the Grantee is employed or renders service to the Company or any of its Affiliates or a change in the identity
of the employing or engagement entity among the Company and its Affiliates, provided, in case of (i) and (ii) above, that the Grantee
has remained continuously employed by and/or in the service of the Company and its Affiliates since the date of grant of the Award and
throughout the vesting period; or (iii) if the Grantee takes any unpaid leave as set forth in Section 6.8(i) below which, in the case
of an Incentive Stock Option, does not exceed the maximum time permitted for a leave under Section 8.8 below.


 


6.6.4.2. An entity or an Affiliate
thereof assuming an Award or issuing in substitution thereof in a transaction to which Section 424(a) of the Code applies or in a Merger/Sale
in accordance with Section 14 shall be deemed as an Affiliate of the Company for purposes of this Section 6.6, unless the Committee determines
otherwise.


 


6.6.4.3. In the case of a
Grantee whose principal employer or service recipient is a Subsidiary or other Affiliate thereof, the Grantee’s employment shall
also be deemed terminated for purposes of this Section 6.6 as of the date on which such principal employer or service recipient ceases
to be a Subsidiary or other Affiliate thereof.


 


6.6.4.4. The term “Cause”
as a reason for a Grantee’s termination of employment shall have the meaning assigned such term in the employment, severance or
similar agreement, if any, between such Grantee and the Company or an Affiliate, provided, however that if there is no such employment,
severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Agreement any of the
following: (i) any theft, fraud, embezzlement, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, falsification
of any documents or records of the Company or any of its Affiliates, felony or similar act by the Grantee (whether or not related to the
Grantee’s relationship with the Company); (ii) an act of moral turpitude by the Grantee, or any act that causes significant injury
to, or is otherwise adversely affecting, the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary
or other Affiliate thereof, when applicable); (iii) any breach by the Grantee of any material agreement with or of any material duty of
the Grantee to the Company or any Subsidiary or other Affiliate thereof (including breach of confidentiality, non-disclosure, non-use
non-competition or non-solicitation covenants towards the Company or any of its Affiliates) or failure to abide by code of conduct or
other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iv) any act which
constitutes a breach of a Grantee’s fiduciary duty towards the Company or a Subsidiary or other Affiliate thereof, including disclosure
of confidential or proprietary information thereof or acceptance or solicitation to receive unauthorized or undisclosed benefits, irrespective
of their nature, or funds, or promises to receive either, from individuals, consultants or corporate entities with whom the Company or
a Subsidiary or other Affiliate thereof does business with; or (v) the Grantee’s unauthorized use, misappropriation, destruction,
or diversion of any tangible or intangible asset or corporate opportunity of the Company or any of its Affiliates (including, without
limitation, the improper use or disclosure of confidential or proprietary information). For the avoidance of doubt, the determination
as to whether a termination is for Cause for purposes of this Plan shall be made in good faith by the Committee and shall be final and
binding on the Grantee.


 


6.7. Death, Disability
or Retirement of Grantee.


 


6.7.1 If a Grantee shall die
while employed by, or performing service for, the Company or any of its Affiliates, or within the three (3) month period (or such longer
period of time as determined by the Board, in its discretion) after the date of termination of such Grantee’s employment or service
(or within such different period as the Committee may have provided pursuant to Section 6.6 hereof), or if the Grantee’s employment
or service with the Company or any of its Affiliates shall terminate by reason of Disability, all Awards theretofore granted to such Grantee
may (to the extent otherwise vested and exercisable and unless earlier terminated in accordance with their terms) be exercised by the
Grantee or by the Grantee’s estate or by a person who acquired the legal right to exercise such Awards by bequest or inheritance,
or by a person who acquired the legal right to exercise such Awards in accordance with applicable law in the case of Disability of the
Grantee, as the case may be, at any time within one (1) year (or such longer period of time as determined by the Committee, in its discretion)
after the death or Disability of the Grantee (or such different period as the Committee shall prescribe), but in any event no later than
the date of expiration of the Award’s term as set forth in the Award Agreement or pursuant to this Plan. In the event that an Award
granted hereunder shall be exercised as set forth above by any person other than the Grantee, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or proof satisfactory to the Committee of the right of such person to exercise
such Award.


 






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6.7.2 In the event that the
employment or service of a Grantee shall terminate on account of such Grantee’s Retirement, all Awards of such Grantee that are
exercisable at the time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within
the three (3) month period after the date of such Retirement (or such different period as the Committee shall prescribe).


 


6.8. Suspension of Vesting.
Unless the Committee provides otherwise, vesting of Awards granted hereunder shall be suspended during any unpaid leave of absence, other
than in the case of any (i) leave of absence which was pre-approved by the Company explicitly for purposes of continuing the vesting of
Awards, or (ii) transfers between locations of the Company or any of its Affiliates, or between the Company and any of its Affiliates,
or any respective successor thereof. For clarity, for purposes of this Plan, military leave, statutory maternity or paternity leave or
sick leave are not deemed unpaid leave of absence.


 


6.9. Voting Proxy.
Until immediately after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor
Corporation’s) stock, the Shares subject to an Award or to be issued pursuant to an Award or any other Securities, shall, unless
otherwise determined by the Committee, be subject to an irrevocable proxy and power of attorney by the Grantee, to the Company, which
shall designate such person or persons (with a right of substitution) from time to time as determined by the Committee (and in the absence
of such determination, the Chief Executive Officer of the Company or the Chairman of the Board, ex officio). The proxy shall entitle the
holder thereof to receive notices, vote and take such other actions in respect of the Shares or other Securities. Any person holding or
exercising such voting proxies shall do so solely in his capacity as the proxy holder and not individually. All Awards granted hereunder
shall be conditioned upon the execution of such irrevocable proxy in substantially the form prescribed by the Committee from time to time.
The provisions of this Section shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.


 


6.10. Other Provisions.
The Award Agreement evidencing Awards under this Plan shall contain such other terms and conditions not inconsistent with this Plan as
the Committee may determine, at or after the date of grant, including provisions in connection with the restrictions on transferring the
Awards or Shares covered by such Awards, which shall be binding upon the Grantees and any purchaser, assignee or transferee of any Awards,
and other terms and conditions as the Committee shall deem appropriate.


 


7. NONQUALIFIED STOCK OPTIONS.


 


Awards granted pursuant to this Section 7 are
intended to constitute Nonqualified Stock Options and shall be subject to the general terms and conditions specified in Section 6 hereof
and other provisions of this Plan, except for any provisions of this Plan applying to Awards under different tax laws or regulations.
In the event of any inconsistency or contradictions between the provisions of this Section 7 and the other terms of this Plan, this Section
7 shall prevail.


 


7.1. Certain Limitations
on Eligibility for Nonqualified Stock Options. Nonqualified Stock Options may not be granted to a Service Provider who is deemed to
be a resident of the United States for purposes of taxation or who is otherwise subject to United States federal income tax unless the
Shares underlying such Options constitute “service recipient stock” under Section 409A of the Code or unless such Options
comply with the payment requirements of Section 409A of the Code.


 


7.2.  Exercise Price.
The Exercise Price of a Nonqualified Stock Option shall not be less than 100% of the Fair Market Value of a Share on the date of grant
of such Option unless the Committee specifically indicates that the Awards will have a lower Exercise Price and the Award complies with
Section 409A of the Code. Notwithstanding the foregoing, a Nonqualified Stock Option may be granted with an exercise price lower than
the minimum exercise price set forth above if such Award is granted pursuant to an assumption or substitution for another option in a
manner qualifying under the provisions of that complies with Section 424(a) of the Code and 1.409A-1(b)(5)(v)(D) of the U.S. Treasury
Regulations or any successor guidance.


 






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8. INCENTIVE STOCK OPTIONS.


 


Awards granted pursuant to this Section 8 are
intended to constitute Incentive Stock Options and shall be granted subject to the following special terms and conditions, the general
terms and conditions specified in Section 6 hereof and other provisions of this Plan, except for any provisions of this Plan applying
to Awards under different tax laws or regulations. In the event of any inconsistency or contradictions between the provisions of this
Section 8 and the other terms of this Plan, this Section 8 shall prevail.


 


8.1. Eligibility for Incentive
Stock Options. Incentive Stock Options may be granted only to Employees of the Company, or to Employees of a Parent or Subsidiary,
determined as of the date of grant of such Options. An Incentive Stock Option granted to a prospective Employee upon the condition that
such person become an Employee shall be deemed granted effective on the date such person commences employment, with an exercise price
that is no less the minimum exercise price as determined under Section 8.2 below.


 


8.2. Exercise Price.
The Exercise Price of an Incentive Stock Option shall not be less than one hundred percent (100%) of the Fair Market Value of the Shares
covered by the Awards on the date of grant of such Option or such other price as may be determined pursuant to the Code. Notwithstanding
the foregoing, an Incentive Stock Option may be granted with an exercise price lower than the minimum exercise price set forth above if
such Award is granted pursuant to an assumption or substitution for another option in a manner that complies with the provisions of Section
424(a) of the Code.


 


8.3. Date of Grant.
Notwithstanding any other provision of this Plan to the contrary, no Incentive Stock Option may be granted under this Plan after 10 years
from the date this Plan is adopted, or the date this Plan is approved by the stockholders, whichever is earlier.


 


8.4. Exercise Period.
No Incentive Stock Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Award,
subject to Section 8.6. No Incentive Stock Option granted to a prospective Employee may become exercisable prior to the date on which
such person commences employment.


 


8.5. $100,000 Per Year
Limitation. The aggregate Fair Market Value (determined as of the date the Incentive Stock Option is granted) of the Shares with respect
to which all Incentive Stock Options granted under this Plan and all other “incentive stock option” plans of the Company,
or of any Parent or Subsidiary or other Affiliate thereof, become exercisable for the first time by each Grantee during any calendar year
shall not exceed one hundred thousand United States dollars ($100,000) with respect to such Grantee. To the extent that the aggregate
Fair Market Value of Shares with respect to which such Incentive Stock Options and any other such incentive stock options are exercisable
for the first time by any Grantee during any calendar year exceeds one hundred thousand United States dollars ($100,000), such options
shall be treated as Nonqualified Stock Options. The foregoing shall be applied by taking options into account in the order in which they
were granted. If the Code is amended to provide for a different limitation from that set forth in this Section 8.5, such different limitation
shall be deemed incorporated herein effective as of the date and with respect to such Awards as required or permitted by such amendment
to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonqualified Stock Option in part by reason of the
limitation set forth in this Section 8.5, the Grantee may designate which portion of such Option the Grantee is exercising. In the absence
of such designation, the Grantee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates
representing each such portion may be issued upon the exercise of the Option.


 


8.6. Ten Percent Stockholder.
In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, (i) the Exercise Price shall not be less than one hundred
and ten percent (110%) of the Fair Market Value of a Share on the date of grant of such Incentive Stock Option, and (ii) the Exercise
Period shall not exceed five (5) years from the effective date of grant of such Incentive Stock Option.


 


8.7. Payment of Exercise
Price. Each Award Agreement evidencing an Incentive Stock Option shall state each alternative method by which the Exercise Price thereof
may be paid.


 


8.8. Leave of Absence.
Notwithstanding Section 6.8, a Grantee’s employment shall not be deemed to have terminated if the Grantee takes any leave as set
forth in Section 6.8(i); provided, however, that if any such leave exceeds three (3) months, on the day that is six (6)
months following the commencement of such leave any Incentive Stock Option held by the Grantee shall cease to be treated as an Incentive
Stock Option and instead shall be treated thereafter as a Nonqualified Stock Option, unless the Grantee’s right to return to employment
is guaranteed by statute or contract.


 






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8.9. Exercise Following
Termination. Notwithstanding anything else in this Plan to the contrary, Incentive Stock Options that are not exercised within three
(3) months following termination of the Grantee’s employment with the Company or its Parent or Subsidiary or a corporation (or a
parent or subsidiary of such corporation) issuing or assuming an Option of such Grantee in a transaction to which Section 424(a) of the
Code applies, or within one year in case of termination of the Grantee’s employment with the Company or its Parent or Subsidiary
due to a Disability (within the meaning of Section 22(e)(3) of the Code), shall be deemed to be Nonqualified Stock Options.


 


8.10. Notice to Company
of Disqualifying Disposition. Each Grantee who receives an Incentive Stock Option must agree to notify the Company in writing immediately
after the Grantee makes a Disqualifying Disposition of any Shares received pursuant to the exercise of Incentive Stock Options. A “Disqualifying
Disposition” is any disposition (including any sale) of such Shares before the later of (i) two years after the date the Grantee
was granted the Incentive Stock Option, or (ii) one year after the date the Grantee acquired Shares by exercising the Incentive Stock
Option. If the Grantee dies before such Shares are sold, these holding period requirements do not apply and no disposition of the Shares
will be deemed a Disqualifying Disposition.


  


9. NO REPRICING.


 


The terms of any outstanding Award may not be
amended, and action may not otherwise be taken, in a manner to achieve a Repricing; provided, however, that nothing herein shall prevent
the Committee from taking any action provided for in Section 14 below. For purposes of this Section 7, a “Repricing” shall
mean (i) reducing the exercise price of Nonqualified Stock Options, Incentive Stock Options or stock appreciation right (collectively,
“Stock Rights”), (ii) cancel outstanding Stock Rights in exchange for cash, other Awards or Options or stock appreciation
rights (SARs) with an exercise price that is less than the exercise price of the original options or base price of stock appreciation
rights, as applicable, (iii) cancel outstanding Stock Rights with an exercise price or base price, as applicable, that is less than the
then current Fair Market Value of a Share in exchange for other Awards, cash or other property; or (iv) otherwise effect a transaction
that would be considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange
or inter-dealer quotation system on which the Shares are listed or quoted without stockholder approval.


 


10. SECURITIES LAW RESTRICTIONS.


 


Except as otherwise provided in the applicable
Award Agreement or other agreement between the Service Provider and the Company, if the exercise of a Stock Right (as defined in Section
9 above) or settlement of an Award following the termination of the Service Provider’s employment or service (other than for Cause)
would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities
Act or equivalent requirements under equivalent laws of other applicable jurisdictions, then such Award shall remain exercisable and terminate
on the earlier of (i) the expiration of a period of three (3) months (or such longer period of time as determined by the Board, in its
discretion) after the termination of the Service Provider’s employment or service during which the exercise of the Award would not
be in such violation, or (ii) the expiration of the term of the Award as set forth in the Award Agreement or pursuant to this Plan. In
addition, unless otherwise provided in a Grantee’s Award Agreement, if the sale of any Shares received upon exercise or (if applicable)
vesting of an Award following the termination of the Grantee’s employment or service (other than for Cause) would violate the Company’s
insider trading policy, then the Award shall terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination
exercise period after the termination of the Grantee’s employment or service during which the exercise of the Award would not be
in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Award as set forth in the applicable
Award Agreement or pursuant to this Plan.


 


11. RESTRICTED STOCK.


 


The Committee may award Restricted Stock to any
eligible Grantee. Each Award of Restricted Stock under this Plan shall be evidenced by a written agreement between the Company and the
Grantee (the “Restricted Stock Agreement”), in such form as the Committee shall from time to time approve. The Restricted
Stock shall be subject to all applicable terms of this Plan. The provisions of the various Restricted Stock Agreements entered into under
this Plan need not be identical. The Restricted Stock Agreement shall comply with and be subject to Section 6 and the following terms
and conditions, unless otherwise specifically provided in the Restricted Stock Agreement and not inconsistent with this Plan or Applicable
Law:


 


11.1. Purchase Price.
Each Restricted Stock Agreement shall state the amount, if any, to be paid by the Grantee, if any, in consideration for the issuance of
the Restricted Stock and the terms of payment thereof, which may include payment in cash or, subject to the Committee’s approval,
by issuance of promissory notes or other evidence of indebtedness (prior to the Company becoming publicly held) on such terms and conditions
as determined by the Committee.


 






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11.2. Restrictions.
Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of
descent and distribution (in which case they shall be transferred subject to all restrictions then or thereafter applicable thereto),
until such Restricted Stock shall have vested (the period from the date on which the Award is granted until the date of vesting of the
Restricted Stock thereunder being referred to herein as the “Restricted Period”). The Committee may also impose such
additional or alternative restrictions and conditions on the Restricted Stock, as it deems appropriate, including the satisfaction of
performance criteria. Such performance criteria may include, but are not limited to, sales, earnings before interest and taxes, return
on investment, earnings per share, any combination of the foregoing or rate of growth of any of the foregoing, as determined by the Committee
or pursuant to the provisions of any Company policy required under mandatory provisions of Applicable Law. Certificates for shares issued
pursuant to Restricted Stock Awards, if issued, shall bear an appropriate legend referring to such restrictions, and any attempt to dispose
of any such shares in contravention of such restrictions shall be null and void and without effect. Such certificates may, if so determined
by the Committee, be held in escrow by an escrow agent appointed by the Committee. In determining the Restricted Period of an Award the
Committee may provide that the foregoing restrictions shall lapse with respect to specified percentages of the awarded Restricted Stock
on successive anniversaries of the date of such Award.


 


11.3. Forfeiture; Repurchase.
Subject to such exceptions as may be determined by the Committee, if the Grantee’s continuous employment with or service to the
Company or any Affiliate thereof shall terminate (such that Grantee is no longer a Service Provider of neither the Company nor any Affiliate
thereof) for any reason prior to the expiration of the Restricted Period of an Award or prior to the timely payment in full of the Exercise
Price of any restricted Stock, any Restricted Stock remaining subject to vesting or with respect to which the purchase price has not been
paid in full, shall thereupon be forfeited, transferred to, and redeemed, repurchased or cancelled by, as the case may be, in any manner
as set forth in Section 6.6.2(i) through (v), subject to Applicable Law and the Grantee shall have no further rights with respect to such
Restricted Stock.


 


11.4. Ownership. During
the Restricted Period the Grantee shall possess all incidents of ownership of such Restricted Stock, subject to Section 6.9 and Section
11.2, including the right to vote; provided however, that any right to receive dividends shall be conditioned on complying with the Restricted
Period with respect to such Shares. All securities, if any, received by a Grantee with respect to Restricted Stock as a result of any
stock split, stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the
original Award.


 


12. RESTRICTED STOCK UNITS.


 


An RSU is an Award covering a number of Shares
that is settled, if vested, by issuance of those Shares. An RSU may be awarded to any eligible Grantee. The Award Agreement relating to
the grant of RSUs under this Plan (the “Restricted Stock Unit Agreement”), shall be in such form as the Committee shall
from time to time approve. The RSUs shall be subject to all applicable terms of this Plan. The provisions of the various Restricted Stock
Unit Agreements entered into under this Plan need not be identical. RSUs may be granted in consideration of a reduction in the recipient’s
other compensation.


 


12.1. Exercise Price.
No payment of Exercise Price shall be required as consideration for RSUs, unless included in the Award Agreement or as required by Applicable
Law, and Section 6.4 shall apply, if applicable.


 


12.2. Stockholders’
Rights. The Grantee shall not possess or own any ownership rights in the Shares underlying the RSUs and no rights as a stockholder
shall exist prior to the actual issuance of Shares in the name of the Grantee.


 






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12.3. Settlements of Awards.
Settlement of vested RSUs shall be made in the form of Shares, unless determined otherwise by the Committee. Distribution to a Grantee
of an amount (or amounts) from settlement of vested RSUs can be deferred to a date after vesting as determined by the Committee. The amount
of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until the grant of RSUs is settled, the
number of Shares underlying such RSUs shall be subject to adjustment pursuant hereto.


 


12.4. Section 409A Restrictions.
Notwithstanding anything to the contrary set forth herein, any RSUs granted under this Plan that are not exempt from the requirements
of Section 409A of the Code shall contain such restrictions or other provisions so that such RSUs will comply with the requirements of
Section 409A of the Code, if applicable to the Company. Such restrictions, if any, shall be determined by the Committee and contained
in the Restricted Stock Unit Agreement evidencing such RSU. For example, such restrictions may include a requirement that any Shares that
are to be issued in a year following the year in which the RSU vests must be issued in accordance with a fixed, pre-determined schedule.


 


13. OTHER SHARE OR SHARE-BASED AWARDS.


 


13.1. The Committee may grant
other Awards under this Plan pursuant to which Shares (which may, but need not, be Restricted Stock pursuant to Section 11 hereof), cash
(in settlement of Share-based Awards) or a combination thereof, are or may in the future be acquired or received, or Awards denominated
in stock units, including units valued on the basis of measures other than market value.


 


13.2. The Committee may also
grant stock appreciation rights without the grant of an accompanying option, which rights shall permit the Grantees to receive, at the
time of any exercise of such rights, cash equal to the amount by which the Fair Market Value of the Shares in respect to which the right
was granted is so exercised exceed the exercise price thereof. The base price of any such stock appreciation right granted to a Grantee
who is subject to U.S. federal income tax shall be determined in compliance with Section 7.2.


 


13.3. Such other Share-based
Awards as set forth above may be granted alone, in addition to, or in tandem with any Award of any type granted under this Plan.


 


14. EFFECT OF CERTAIN CHANGES.


 


14.1. General. In the
event of a division or subdivision of the outstanding capital stock of the Company, any distribution of bonus shares (stock split), consolidation
or combination of capital stock of the Company (reverse stock split), reclassification with respect to the Shares or any similar recapitalization
events (each, a “Recapitalization”), a merger (including, a reverse merger and a reverse triangular merger), consolidation,
amalgamation or like transaction of the Company with or into another corporation, a reorganization which may include a combination or
exchange of shares, spin-off or other corporate divestiture or division, extraordinary dividend or other similar occurrences, the Committee
shall make, without the need for a consent of any holder of an Award, such adjustments as determined by the Committee to be appropriate,
in its discretion, in order to adjust (i) the number and class of stock reserved and available for grants of Awards, (ii) the number and
class of stock covered by outstanding Awards, (iii) the Exercise Price per share covered by any Award, (iv) the terms and conditions concerning
vesting and exercisability and the term and duration of the outstanding Awards, and (v) any other terms of the Award that in the opinion
of the Committee should be adjusted. Any fractional shares resulting from such adjustment shall be treated as determined by the Committee,
and in the absence of such determination shall be rounded to the nearest whole share, and the Company shall have no obligation to make
any cash or other payment with respect to such fractional shares. No adjustment shall be made by reason of the distribution of subscription
rights or rights offering to outstanding stock or other issuance of stock by the Company, unless the Committee determines otherwise. The
adjustments determined pursuant to this Section 14.1 (including a determination that no adjustment is to be made) shall be final, binding
and conclusive.


 






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14.2. Merger/Sale of Company.
In the event of (i) a sale of all or substantially all of the assets of the Company, or a sale (including an exchange) of all or substantially
all of the stock of the Company, to any person, or a purchase by a stockholder of the Company or by an Affiliate of such stockholder,
of all the stock of the Company held by all or substantially all other stockholders or by other stockholders who are not affiliated with
such acquiring party; (ii) a merger (including, a reverse merger and a reverse triangular merger), consolidation, amalgamation or like
transaction of the Company with or into another corporation; (iii) completion of a scheme or arrangement for the purpose of effecting
such sale, merger, consolidation, amalgamation or other transaction; (iv) approval by the stockholders of the Company of a complete liquidation
or dissolution of the Company, or (v) such other transaction or set of circumstances that is determined by the Board, in its discretion,
to be a transaction subject to the provisions of this Section 14.2 excluding any of the above transactions in clauses (i) through (v)
if the Board determines that such transaction either should be excluded from the definition hereof and the applicability of this Section
14.2, or does not qualify as a “change in ownership or control” or a qualifying dissolution for purposes of Code Section 409A
of the Code (such transaction, a “Merger/Sale”), then, without derogating from the general authority and power of the
Board or the Committee under this Plan, without the Grantee’s consent and action and without any prior notice requirement:


 


14.2.1 Unless otherwise determined
by the Committee in its sole and absolute discretion, any Award then outstanding shall be assumed or be substituted by the Company, or
by the successor corporation in such Merger/Sale or by any parent or Affiliate thereof, as determined by the Committee in its discretion
(the “Successor Corporation”), under terms as determined by the Committee or the terms of this Plan applied by the
Successor Corporation to such assumed or substituted Awards.


 


For the purposes of this Section 14.2.1, the Award
shall be considered assumed or substituted if, following a Merger/Sale, the Award confers on the holder thereof the right to purchase
or receive, for each Share underlying an Award immediately prior to the Merger/Sale, either (i) the consideration (whether stock, cash,
or other securities or property, or any combination thereof) distributed to or received by holders of Shares in the Merger/Sale for each
Share held on the effective date of the Merger/Sale (and if holders were offered a choice or several types of consideration, the type
of consideration as determined by the Committee), or (ii) regardless of the consideration received by the holders of Shares in the Merger/Sale,
solely shares or any type of Awards (or their equivalent) of the Successor Corporation at a value to be determined by the Committee in
its discretion, or a certain type of consideration (whether stock, cash, or other securities or property, or any combination thereof)
as determined by the Committee. Any of the above consideration referred to in clauses (i) and (ii) shall be subject to the same vesting
and expiration terms of the Awards applying immediately prior to the Merger/Sale, unless determined by the Committee in its discretion
that the consideration shall be subject to different vesting and expiration terms, or other terms, and the Committee may determine that
it be subject to other or additional terms. The foregoing shall not limit the Committee’s authority to determine, in its sole discretion,
that in lieu of such assumption or substitution of Awards for Awards of the Successor Corporation, such Award will be substituted for
any other type of asset or property, including as set forth in Section 14.2.2 hereunder.


 


14.2.2 Regardless of whether
or not Awards are assumed or substituted, the Committee may (but shall not be obligated to), in its sole discretion:


 


14.2.2.1. provide for the
Grantee to have the right to exercise the Award in respect of Shares covered by the Award which would otherwise be exercisable or vested,
under such terms and conditions as the Committee shall determine, and the cancellation of all unexercised Awards (whether vested or unvested)
upon or immediately prior to the closing of the Merger/Sale, unless the Committee provides for the Grantee to have the right to exercise
the Award, or otherwise for the acceleration of vesting of such Award, as to all or part of the Shares covered by the Award which would
not otherwise be exercisable or vested, under such terms and conditions as the Committee shall determine; and/or


 


14.2.2.2. provide for the
cancellation of each outstanding Award at or immediately prior to the closing of such Merger/Sale, and if and to what extent payment shall
be made to the Grantee of an amount in cash, in stock of the Company, in capital stock of the acquirer or of a corporation or other business
entity which is a party to the Merger/Sale, or in other property, as determined by the Committee to be fair in the circumstances, and
subject to such terms and conditions as determined by the Committee. The Committee shall have full authority to select the method for
determining the payment, which may be to provide that payment shall be set to zero if the value of the Shares is determined to be less
than the Exercise Price and that payment may only be made in excess of the Exercise Price, in each case without the Grantee’s consent.


 


14.2.3 The Committee may, in
its sole discretion, determine: (i) that any payments made in respect of Awards shall be made or delayed to the same extent that payment
of consideration to the holders of the Shares in connection with the Merger/Sale is made or delayed as a result of escrows, indemnification,
earn outs, holdbacks or any other contingencies or conditions; and (ii) the terms and conditions applying to the payment made to the Grantees,
including participation in escrow, indemnification, releases, earn-outs, holdbacks or any other contingencies, subject to the provisions
of Section 409A of the Code with respect to Grantees subject to U.S. taxation.


 






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14.2.4 The Committee may, in
its sole discretion, determine to suspend the Grantee’s rights to exercise any vested portion of an Award for a period of time prior
to the signing or consummation of a Merger/Sale transaction.


 


14.2.5 Notwithstanding anything
to the contrary, in the event of a Merger/Sale, the Committee may determine, in its sole discretion, that upon consummation of such Merger/Sale
the terms of any Award shall be otherwise amended, modified or terminated, as the Committee shall deem in good faith to be appropriate
and without any liability to the Company or its Affiliates or to its or their respective officers, directors, employees and representatives
and the respective successors and assigns of any of the foregoing in connection with the method of treatment or chosen course of action
permitted hereunder.


 


14.2.6 Neither the authorities
and powers of the Committee under this Section 14.2, nor the exercise or implementation thereof, shall (i) be restricted or limited in
any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) as, inter alia, being
a feature of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such holder under this Plan,
nor shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval
or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder under this
Plan, and may be effected without consent of any Grantee and without any liability to the Company or its Affiliates or to its or their
respective officers, directors, employees and representatives and the respective successors and assigns of any of the foregoing. The Committee
need not take the same action with respect to all Awards or with respect to all Service Providers. The Committee may take different actions
with respect to the vested and unvested portions of an Award. The Committee may determine an amount or type of consideration to be received
or distributed in a Merger/Sale which may differ as among the Grantees, and as between the Grantees and any other holders of stock of
the Company.


 


14.2.7 The Committee’s
determinations pursuant to this Section 14 shall be conclusive and binding on all Grantees.


 


14.2.8 If determined by the
Committee, the Grantees shall be subject to the definitive agreement(s) in connection with the Merger/Sale as applying to holders of Shares
including, such terms, conditions, representations, undertakings, liabilities, limitations, releases, indemnities, participating in transaction
expenses, shareholders/sellers representative expense fund and escrow arrangement, in each case as determined by the Committee. Each Grantee
shall execute such separate agreement(s) or instruments as may be requested by the Company, the Successor Corporation or the acquirer
in connection with such in such Merger/Sale and in the form required by them. The execution of such separate agreement(s) may be a condition
to the receipt of assumed or substituted Awards, payment in lieu of the Award or the exercise of any Award.


 


14.3. Reservation of Rights.
Except as expressly provided in this Section 14 (if any), the Grantee of an Award hereunder shall have no rights by reason of any Recapitalization
of stock of any class, any increase or decrease in the number of stock of any class, or any dissolution, liquidation, reorganization (which
may include a combination or exchange of stock, spin-off or other corporate divestiture or division, or other similar occurrences), Merger/Sale.
Any issue by the Company of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number, type or price of stock subject to an Award. The grant of an Award
pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or part
of its business or assets or engage in any similar transactions.


 


14.4. Substitute Awards.
The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by persons providing services to another
entity who become Service Providers of the Company or an Affiliate as a result of a merger or consolidation of such former entity with
the Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former entity. The Committee
may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.


 






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15. NON-TRANSFERABILITY OF AWARDS; SURVIVING
BENEFICIARY.


 


15.1. All Awards granted under
this Plan by their terms shall not be transferable other than by will or by the laws of descent and distribution, unless otherwise determined
by the Committee or under this Plan, provided that with respect to Shares issued upon exercise or (if applicable) the vesting of Awards
the restrictions on transfer shall be the restrictions referred to in Section 16 (Conditions upon Issuance of Shares) hereof. Subject
to the above provisions, the terms of such Award, this Plan and any applicable Award Agreement shall be binding upon the beneficiaries,
executors, administrators, heirs and successors of such Grantee. Awards may be exercised or otherwise realized, during the lifetime of
the Grantee, only by the Grantee or by his guardian or legal representative, to the extent provided for herein. Any transfer of an Award
not permitted hereunder (including transfers pursuant to any decree of divorce, dissolution or separate maintenance, any property settlement,
any separation agreement or any other agreement with a spouse) and any grant of any interest in any Award to, or creation in any way of
any direct or indirect interest in any Award by, any party other than the Grantee shall be null and void and shall not confer upon any
party or person, other than the Grantee, any rights. To the extent permitted by the Committee, the Grantee may file with the Company a
written designation of a beneficiary, who shall be permitted to exercise such Grantee’s Award or to whom any benefit under this
Plan is to be paid, in each case, in the event of the Grantee’s death before he or she fully exercises his or her Award or receives
any or all of such benefit, on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation.
If there is no permitted designated beneficiary who survives the Grantee, the executor or administrator of the Grantee’s estate
shall be deemed to be the Grantee’s beneficiary. Notwithstanding the foregoing, upon the request of the Grantee and subject to Applicable
Law the Committee, at its sole discretion, may permit the Grantee to transfer the Award to a trust whose beneficiaries are the Grantee
and/or the Grantee’s immediate family members (all or several of them).


 


15.2. Notwithstanding any
other provisions of the Plan to the contrary, no Incentive Stock Option may be sold, transferred, pledged, assigned or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution or in accordance with a beneficiary designation pursuant
to Section 15.1. Further, all Incentive Stock Options granted to a Grantee shall be exercisable during his or her lifetime only by such
Grantee.


 


15.3. Except as may be permitted
by the Committee in its sole discretion, all rights possessed by the Grantee over the Shares are personal, and may not be transferred,
assigned, pledged or mortgaged, other than by will or laws of descent and distribution. If and to the extent the Committee permits a Grantee
to transfer an Award and/or Shares underlying an Award, such transfer shall be subject (in addition, to any other conditions or terms
applying thereto) to receipt by the Company from such proposed transferee of a written instrument, on a form reasonably acceptable to
the Company, pursuant to which such proposed transferee agrees to be bound by all provisions of the Plan and any other applicable agreements,
including without limitation, any restrictions on transfer of the Award and/or Shares set forth herein (however, failure to so deliver
such instrument to the Company as set forth above shall not derogate from all such provisions applying on any transferee).


 


15.4. The provisions of this
Section 15 shall apply to the Grantee and to any purchaser, assignee or transferee of any Shares.


 


16. CONDITIONS UPON ISSUANCE OF SHARES; GOVERNING
PROVISIONS.


 


16.1. Legal Compliance.
The grant of Awards and the issuance of Shares upon exercise or settlement of Awards shall be subject to compliance with all Applicable
Law as determined by the Company, including, applicable requirements of federal, state and foreign law with respect to such securities.
The Company shall have no obligations to issue Shares pursuant to the exercise or settlement of an Award and Awards may not be exercised
or settled, if the issuance of Shares upon exercise or settlement would constitute a violation of any Applicable Law as determined by
the Company, including, applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock
exchange or market system upon which the Shares may then be listed. In addition, no Award may be exercised unless (i) a registration statement
under the Securities Act shall at the time of exercise or settlement of the Award be in effect with respect to the stock issuable upon
exercise of the Award, or (ii) in the opinion of legal counsel to the Company, the stock issuable upon exercise of the Award may be issued
in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, if any, deemed by the Company to be necessary to the lawful
issuance and sale of any Shares hereunder, and the inability to issue Shares hereunder due to non-compliance with any Company policies
with respect to the sale of Shares, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority or compliance shall not have been obtained or achieved. As a condition to the exercise of an Award,
the Company may require the person exercising such Award to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any Applicable Law or regulation and to make any representation or warranty with respect thereto as may be requested by
the Company, including to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment
and without any present intention to sell or distribute such Shares, all in form and content specified by the Company.


 






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16.2. Provisions Governing
Shares. Shares issued pursuant to an Award shall be subject to the Charter Documents, any limitation, restriction or obligation included
in any stockholders agreement applicable to all or substantially all of the holders of stock (regardless of whether or not the Grantee
is a formal party to such stockholders agreement) (“Stockholders Agreements”), any other governing documents of the
Company, all policies, manuals and internal regulations adopted by the Company from time to time, in each case, as may be amended from
time to time, including any provisions included therein concerning restrictions or limitations on disposition of Shares (such as, but
not limited to, right of first refusal and lock up/market stand-off) or grant of any rights with respect thereto, forced sale and bring
along provisions, any provisions concerning restrictions on the use of inside information and other provisions deemed by the Company to
be appropriate in order to ensure compliance with Applicable Law. Each Grantee shall execute (and authorizes any person designated by
the Company to so execute) such separate agreement(s) as may be requested by the Company relating to matters set forth in this Section
16.2. The execution of such separate agreement(s) may be a condition by the Company to the exercise of any Award and the Company may exercise
its authorization above and sign such agreement on behalf of the Grantee or subject the Grantee to the provisions of such agreements.
The proxy pursuant to Section 6.9includes an authorization of the holder of such proxy to sign, by and on behalf of any Grantee, such
documents and agreements.


 


16.3. Forced Sale.
In the event the that Board approves a Merger/Sale effected by way of a forced or compulsory sale (whether pursuant to Applicable Law,
the Charter Documents or any Stockholders Agreement), then, without derogating from such provisions and in addition thereto, the Grantee
shall be obligated, and shall be deemed to have agreed to the offer to effect the Merger/Sale on the terms approved by the Board (and
the Shares held by or for the benefit of the Grantee shall be included in the stock of the Company approving the terms of such Merger/Sale
for the purpose of satisfying the required majority), and shall sell all of the Shares held by or for the benefit of the Grantee on the
terms and conditions applying to the holders of Shares, in accordance with the instructions then issued by the Board, whose determination
shall be final. No Grantee shall contest, bring any claims or demands, or exercise any appraisal or dissenters’ rights related to
any of the foregoing. The proxy pursuant to Section 6.9 includes an authorization of the holder of such proxy to sign, by and on behalf
of any Grantee, such documents and agreements as are required to affect the sale of Shares in connection with such Merger/Sale and waivers
of any contest, claims or demands, or any appraisal or dissenters’ rights.


 


16.4. Data Privacy; Data
Transfer. Information related to Grantees and Awards hereunder, as shall be received from Grantee or others, and/or held by, the Company
or its Affiliates from time to time, and which information may include sensitive and personal information related to Grantees (“Information”),
will be used by the Company or its Affiliates (or third parties appointed by any of them) to comply with any applicable legal requirement,
or for administration of the Plan as they deems necessary or advisable, or for the respective business purposes of the Company or its
Affiliates (including in connection with transactions related to any of them). The Company and its Affiliates shall be entitled to transfer
the Information among the Company or its Affiliates, and to third parties for the purposes set forth above, which may include persons
located abroad (including, any person administering the Plan or providing services in respect of the Plan or in order to comply with legal
requirements, or their respective officers, directors, employees and representatives, and the respective successors and assigns of any
of the foregoing), and any person so receiving Information shall be entitled to transfer it for the purposes set forth above. The Company
shall use commercially reasonable efforts to ensure that the transfer of such Information shall be limited to the reasonable and necessary
scope. By receiving an Award hereunder, Grantee acknowledges and agrees that the Information is provided at Grantee’s free will
and Grantee consents to the storage and transfer of the Information as set forth above.


 


16.5. Share Transfer Restrictions.
Any transfer or other disposition of Shares or any interest therein is subject to the prior approval of the Administrator, which, if granted
(without any obligation to do so), may be subject to such terms, conditions and restrictions, as it deems appropriate. The terms, conditions
and restrictions of any approval may differ from one Grantee to another, and need not be the same. Any transfer or otherwise grant of
any interest in any Shares to any third party that does not comply with this Section shall be null and void and shall not confer upon
any person, other than the Grantee, any rights. This Section shall terminate immediately after the underwritten public offering of equity
securities of the Company pursuant to an effective registration statement filed under the Securities Act or equivalent law of another
jurisdiction and the listing for trading on a stock exchange or market or trading system. This Section shall apply in addition to any
other limitation, restriction and/or condition in this Plan (including, without limitation, after the application of the sub-Sections
of Section 16 above), any Award Agreement, Stockholders Agreement or other instrument between the Grantee and the Company or by which
the Grantee is bound. This Section shall not apply to a transfer of Shares in a sale of all or substantially all of the shares of the
Company which was approved by the Board or pursuant to the Charter Documents or Stockholders Agreements, or upon a Merger/Sale.


 






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17. MARKET STAND-OFF.


 


17.1. In connection with any
underwritten public offering of equity securities of the Company pursuant to an effective registration statement filed under the Securities
Act or equivalent law of another jurisdiction, the Grantee shall not directly or indirectly, without the prior written consent of the
Company or its underwriters, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any
Shares or other Awards, any securities of the Company (whether or not such Shares were acquired under this Plan), or any securities convertible
into or exercisable or exchangeable (directly or indirectly) for Shares or securities of the Company and any other shares or securities
issued or distributed in respect thereto or in substitution thereof (collectively, “Securities”), or (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Securities,
whether any such transaction described in clauses (i) or (ii) is to be settled by delivery of Securities, in cash or otherwise. The foregoing
provisions of this Section 17.1 shall not apply to the sale of any stock to an underwriter pursuant to an underwriting agreement.
Such restrictions (the “Market Stand-Off”) shall be in effect for such period of time (the “Market Stand-Off
Period”): (A) following the first public filing of the registration statement relating to the underwritten public offering until
the extirpation of 180 days following the effective date of such registration statement relating to the Company’s initial public
offering or 90 days following the effective date of such registration statement relating to any other public offering, in each case, provided,
however, that if (1) during the last 17 days of the initial Market Stand-Off Period, the Company releases earnings results or announces
material news or a material event or (2) prior to the expiration of the initial Market Stand-Off Period, the Company announces that it
will release earnings results during the 15-day period following the last day of the initial Market Stand-Off Period, then in each case
the Market Stand-Off Period will be automatically extended until the expiration of the 18-day period beginning on the date of release
of the earnings results or the announcement of the material news or material event; or (B) such other period as shall be requested by
the Company or the underwriters. Notwithstanding anything herein to the contrary, if the underwriter(s) and the Company agree on a termination
date of the Market Stand-Off Period in the event of failure to consummate a certain public offering, then such termination shall apply
also to the Market Stand-Off Period hereunder with respect to that particular public offering.


 


17.2. In the event of a subdivision
of the outstanding capital stock of the Company, the distribution of any securities (whether or not of the Company), whether as bonus
shares or otherwise, and whether as dividend or otherwise, a recapitalization, a reorganization (which may include a combination or exchange
of stock or a similar transaction affecting the Company’s outstanding securities without receipt of consideration), a consolidation,
a spin-off or other corporate divestiture or division, a reclassification or other similar occurrence, any new, substituted or additional
securities which are by reason of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which
such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off.


 


17.3. In order to enforce
the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Plan until the
end of the applicable Market Stand-Off period.


 


17.4. The underwriters in
connection with a registration statement so filed are intended third party beneficiaries of this Section 17 and shall have the right,
power and authority to enforce the provisions hereof as though they were a party hereto. Each Grantee shall execute such separate agreement(s)
as may be requested by the Company or the underwriters in connection with such registration statement and in the form required by them,
relating to Market Stand-Off (which need not be identical to the provisions of this Section 17, and may include such additional provisions
and restrictions as the underwriters deem advisable) or that are necessary to give further effect thereto. The execution of such separate
agreement(s) may be a condition by the Company to the exercise of any Award.


 


17.5. Without derogating from
the above provisions of this Section 17 or elsewhere in this Plan, the provisions of this Section 17 shall apply to the Grantee and the
Grantee’s heirs, legal representatives, successors, assigns, and to any purchaser, assignee or transferee of any Awards or Shares.


 






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18. AGREEMENT REGARDING TAXES; DISCLAIMER.


 


18.1. If the Committee shall
so require, as a condition of exercise of an Award, the release of Shares or the vesting or settlement of an Award, a Grantee shall agree
that, no later than the date of such occurrence, the Grantee will pay to the Company (or the Trustee, as applicable) or make arrangements
satisfactory to the Committee regarding payment of any applicable taxes and compulsory payments of any kind required by Applicable Law
to be withheld or paid.


 


18.2. TAX LIABILITY.
ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE EXERCISE THEREOF, THE SALE OR DISPOSITION
OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OR (IF APPLICABLE) THE VESTING OF ANY AWARD, THE ASSUMPTION, SUBSTITUTION, CANCELLATION
OR PAYMENT IN LIEU OF AWARDS OR FROM ANY OTHER ACTION IN CONNECTION WITH THE FOREGOING (INCLUDING WITHOUT LIMITATION ANY TAXES AND COMPULSORY
PAYMENTS, SUCH AS SOCIAL SECURITY OR HEALTH TAX PAYABLE BY THE GRANTEE OR THE COMPANY IN CONNECTION THEREWITH) SHALL BE BORNE AND PAID
SOLELY BY THE GRANTEE, AND THE GRANTEE SHALL INDEMNIFY THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND SHALL HOLD THEM HARMLESS AGAINST
AND FROM ANY LIABILITY FOR ANY SUCH TAX OR PAYMENT OR ANY PENALTY, INTEREST OR INDEXATION THEREON. EACH GRANTEE AGREES TO, AND UNDERTAKES
TO COMPLY WITH, ANY RULING, SETTLEMENT, CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION
WITH THE FOREGOING WHICH IS APPROVED BY THE COMPANY.


 


18.3. NO TAX ADVICE.
THE GRANTEE IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING, EXERCISING OR DISPOSING OF AWARDS
HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY
OF THE GRANTEE.


 


18.4. TAX TREATMENT.
THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY AWARD SHALL QUALIFY WITH ANY PARTICULAR
TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND
THE COMPANY SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY AWARD IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS
OF WHETHER THE AWARD WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE
ANY TYPE OF AWARDS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR AWARD AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT
TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY DOES NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY
THE AWARD WITH THE REQUIREMENT OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY AWARD IS INTENDED
TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY OR ANY OF ITS AFFILIATES THAT ANY
PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE AWARD WOULD QUALIFY AT THE TIME OF EXERCISE OR DISPOSITION
THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE COMPANY AND ITS AFFILIATES SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN
THE EVENT THAT AN AWARD DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS WHETHER THE COMPANY COULD HAVE OR SHOULD HAVE TAKEN
ANY ACTION TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF
THE GRANTEE. THE COMPANY DOES NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN)
OF ANY TAX AUTHORITIES, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX
TREATMENT. IF THE AWARDS DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT IT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE GRANTEE.


 






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18.5. The Company or any Subsidiary
or other Affiliate thereof may take such action as it may deem necessary or appropriate, in its discretion, for the purpose of or in connection
with complying with tax withholding requirements, including withholding taxes at least equal to the minimum required amount under Applicable
Law and no greater than the maximum amount determined using the highest applicable marginal tax rate (collectively, “Withholding
Obligations”). Such actions may include (i) requiring a Grantees to remit to the Company in cash an amount sufficient to satisfy
such Withholding Obligations and any other taxes and compulsory payments, payable by the Company in connection with the Award or the exercise
or (if applicable) the vesting thereof; (ii) subject to Applicable Law, allowing the Grantees to provide Shares to the Company, in an
amount that at such time, reflects a value that the Committee determines to be sufficient to satisfy such Withholding Obligations; (iii)
withholding Shares otherwise issuable upon the exercise of an Award at a value which is determined by the Committee to be sufficient to
satisfy such Withholding Obligations; (iv) allowing Grantees to satisfy all or part of the Withholding Obligations by the delivery (on
a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver
all or part of the sales proceeds to the Company or (v) any combination of the foregoing. The Company shall not be obligated to allow
the exercise of any Award by or on behalf of a Grantee until all tax consequences arising from the exercise of such Award are resolved
in a manner acceptable to the Company.


 


18.6. Each Grantee shall notify
the Company in writing promptly and in any event within ten (10) days after the date on which such Grantee first obtains knowledge of
any tax bureau inquiry, audit, assertion, determination, investigation, or question relating in any manner to the Awards granted or received
hereunder or Shares issued thereunder and shall continuously inform the Company of any developments, proceedings, discussions and negotiations
relating to such matter, and shall allow the Company and its representatives to participate in any proceedings and discussions concerning
such matters. Upon request, a Grantee shall provide to the Company any information or document relating to any matter described in the
preceding sentence, which the Company, in its discretion, requires.


 


18.7. For the purpose hereof
“tax(es)” means (a) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including
all income (including under Section 409A of the Code), capital gains, transfer, withholding, payroll, employment, social security, national
security, health tax, wealth surtax, stamp, registration and estimated taxes, customs duties, fees, assessments and charges of any similar
kind whatsoever (including under Section 280G of the Code), (b) all interest, indexation differentials, penalties, fines, additions to
tax or additional amounts imposed by any taxing authority in connection with any item described in clause (a), (c) any transferee or successor
liability in respect of any items described in clauses (a) or (b) payable by reason of contract, assumption, transferee liability, successor
liability, operation of Applicable Law, or as a result of any express or implied obligation to assume Taxes or to indemnify any other
person, and (d) any liability for the payment of any amounts of the type described in clause (a) or (b) payable as a result of being a
member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, including under U.S. Treasury Regulations
Section 1.1502-6(a) (or any predecessor or successor thereof of any analogous or similar provision under Applicable Law) or otherwise.


 


18.8. If a Grantee makes an
election under Section 83(b) of the Code to be taxed with respect to an Award as of the date of transfer of Shares rather than as of the
date or dates upon which the Grantee would otherwise be taxable under Section 83(a) of the Code, such Grantee shall deliver a copy of
such election to the Company upon or prior to the filing such election with the U.S. Internal Revenue Service. Neither the Company nor
any Affiliate shall have any liability or responsibility relating to or arising out of the filing or not filing of any such election or
any defects in its construction.


 






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19. RIGHTS AS A STOCKHOLDER; VOTING AND DIVIDENDS.


 


19.1. Subject to Section 11.4,
a Grantee shall have no rights as a stockholder of the Company with respect to any Shares covered by an Award until the Grantee shall
have exercised the Award, paid the Exercise Price therefor and becomes the record holder of the subject Shares. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which
the record date is prior to the date on which the Grantee becomes the record holder of the Shares covered by an Award, except as provided
in Section 14 hereof.


 


19.2. With respect to all
Awards issued in the form of Shares hereunder or upon the exercise or (if applicable) the vesting of Awards hereunder, any and all voting
rights attached to such Shares shall be subject to Section 6.9, and the Grantee shall be entitled to receive dividends distributed with
respect to such Shares, subject to Section 11.4, the provisions of the Charter Documents and any Stockholders Agreement, and subject to
any Applicable Law.


 


19.3. The Company may, but
shall not be obligated to, register or qualify the sale of Shares under any applicable securities law or any other Applicable Law.


 


20. NO REPRESENTATION BY COMPANY.


 


By granting the Awards, the Company is not, and
shall not be deemed as, making any representation or warranties to the Grantee regarding the Company, its business affairs, its prospects
or the future value of its Shares. The Company shall not be required to provide to any Grantee any information, documents or material
in connection with the Grantee’s considering an exercise of an Award. To the extent that any information, documents or materials
are provided, the Company shall have no liability with respect thereto. Any decision by a Grantee to exercise an Award shall solely be
at the risk of the Grantee.


 


21. NO RETENTION RIGHTS.


 


Nothing in this Plan, any Award Agreement or in
any Award granted or agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of, or be
in the service of the Company or any Subsidiary or other Affiliate thereof as a Service Provider or to be entitled to any remuneration
or benefits not set forth in this Plan or such agreement, or to interfere with or limit in any way the right of the Company or any such
Subsidiary or other Affiliate thereof to terminate such Grantee’s employment or service (including, any right of the Company or
any of its Affiliates to immediately cease the Grantee’s employment or service or to shorten all or part of the notice period, regardless
of whether notice of termination was given by the Company or its Affiliates or by the Grantee). Awards granted under this Plan shall not
be affected by any change in duties or position of a Grantee, subject to Sections 6.6 through 6.8. No Grantee shall be entitled to claim
and the Grantee hereby waives any claim against the Company or any Subsidiary or other Affiliate thereof that he or she was prevented
from continuing to vest Awards as of the date of termination of his or her employment with, or services to, the Company or any Subsidiary
or other Affiliate thereof. No Grantee shall be entitled to any compensation in respect of the Awards which would have vested had such
Grantee’s employment or engagement with the Company (or any Subsidiary or other Affiliate thereof) not been terminated.


 


22. PERIOD DURING WHICH AWARDS MAY BE GRANTED.


 


Awards may be granted pursuant to this Plan from
time to time within a period of ten (10) years from the Effective Date, which period may be extended from time to time by the Board with
stockholders’ approval. From and after such date (as extended) no grants of Awards may be made and this Plan shall continue to be
in full force and effect with respect to Awards or Shares issued thereunder that remain outstanding.


 


23. AMENDMENT OF THIS PLAN AND AWARDS.


 


23.1. The Board at any time
and from time to time may suspend, terminate, modify or amend this Plan, whether retroactively or prospectively. Any amendment effected
in accordance with this Section shall be binding upon all Grantees and all Awards, whether granted prior to or after the date of such
amendment, and without the need to obtain the consent of any Grantee. No termination or amendment of this Plan shall affect any then outstanding
Award unless expressly provided by the Board.


 






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23.2. Subject to changes in
Applicable Law that would permit otherwise, without the approval of the Company’s stockholders, there shall be no increase in the
maximum aggregate number of Shares that may be issued under this Plan (except by operation of the provisions of Section 14.1) and no other
amendment of this Plan that would require approval of the Company’s stockholders under any Applicable Law. Unless not permitted
by Applicable Law, if the grant of an Award is subject to approval by stockholders, the date of grant of the Award shall be determined
as if the Award had not been subject to such approval.


 


23.3. The Board or the Committee
at any time and from time to time may modify or amend any Award theretofore granted, including any Award Agreement, whether retroactively
or prospectively.


 


24. APPROVAL.


 


This Plan shall take effect upon its adoption
by the Board (the “Effective Date”) subject to stockholders’ approval, within one year of the Effective Date,
by a majority of the votes cast on the proposal at a meeting or a written consent of stockholder under Applicable Law; provided, however,
if the grant of an Award is made after the Effective Date subject to approval by stockholders, the date of grant of the Award shall be
determined as if the Award had not been subject to such approval. Upon approval of this Plan by the stockholders of the Company as set
forth above, all Awards granted under this Plan on or after the Effective Date shall be fully effective as if the stockholders of the
Company had approved this Plan on the Effective Date.


 


25. RULES PARTICULAR TO SPECIFIC COUNTRIES;
SECTION 409A.


 


25.1. Notwithstanding anything
herein to the contrary, the terms and conditions of this Plan may be supplemented or amended with respect to a particular country or tax
regime by means of an appendix to this Plan, and to the extent that the terms and conditions set forth in any appendix conflict with any
provisions of this Plan, the provisions of such appendix shall govern. Terms and conditions set forth in such appendix shall apply only
to Awards granted to Grantees under the jurisdiction of the specific country or such other tax regime that is the subject of such appendix
and shall not apply to Awards issued to a Grantee not under the jurisdiction of such country or such other tax regime. The adoption of
any such appendix shall be subject to the approval of the Board or the Committee, and if determined by the Committee to be required in
connection with the application of certain tax treatment, pursuant to applicable stock exchange rules or regulations or otherwise, then
also the approval of the stockholders of the Company at the required majority.


 


25.2. This Section 25.2 shall
only apply to Awards granted to Grantees who are subject to United States Federal income tax.


 


25.2.1 It is the intention of
the Company that no Award shall be deferred compensation subject to Code Section 409A unless and to the extent that the Committee specifically
determines otherwise as provided in Section 25.2.2, and the Plan and the terms and conditions of all Awards shall be interpreted and administered
accordingly.


 


25.2.2 The terms and conditions
governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for payment or elective
or mandatory deferral of the payment or delivery of Shares or cash pursuant thereto, and any rules regarding treatment of such Awards
in the event of a change in ownership or control, shall be set forth in the applicable Award Agreement and shall be intended to comply
in all respects with Section 409A of the Code, and the Plan and the terms and conditions of such Awards shall be interpreted and administered
accordingly.


 


25.2.3 The Company shall have
complete discretion to interpret and construe the Plan and any Award Agreement in any manner that establishes an exemption from (or compliance
with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of the Plan and/or any
Award Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as
demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption
from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined
in the discretion of the Company. If, notwithstanding the foregoing provisions of this Section 25.2.3, any provision of the Plan or any
such agreement would cause a Grantee to incur any additional tax or interest under Code Section 409A, the Company shall take commercially
reasonable steps to reform such provision in a manner intended to avoid the incurrence by such Grantee of any such additional tax or interest;
provided that the Company shall maintain, to the extent reasonably practicable, the original intent and economic benefit to the
Grantee of the applicable provision without violating the provisions of Section 409A.


 






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25.2.4 Notwithstanding any other
provision in the Plan, any Award Agreement, or any other written document establishing the terms and conditions of an Award, if any Grantee
is a “specified employee,” within the meaning of Section 409A of the Code, as of the date of his or her “separation
from service” (as defined under Section 409A of the Code), then, to the extent required by Treasury Regulation Section 1.409A-3(i)(2)
(or any successor provision), any payment made to such Grantee on account of his or her separation from service shall not be made before
a date that is six months after the date of his or her separation from service. The Committee may elect any of the methods of applying
this rule that are permitted under Treasury Regulation Section 1.409A-3(i)(2)(ii) (or any successor provision).


 


25.2.5 Notwithstanding any other
provision of this Section 25.2 to the contrary, although the Company intends to administer the Plan so that Awards will be exempt from,
or will comply with, the requirements of Code Section 409A, the Company does not warrant that any Award under the Plan will qualify for
favorable tax treatment under Code Section 409A or any other provision of federal, state, local, or non-United States law. The Company
shall not be liable to any Grantee for any tax, interest, or penalties the Grantee might owe as a result of the grant, holding, vesting,
exercise, or payment of any Award under the Plan.


 


26. GOVERNING LAW; JURISDICTION; VENUE.


 


The validity, construction and effect of the Plan,
of Award Agreements entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made by the Committee
relating to the Plan or such Award Agreements, and the rights of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with applicable U.S. federal laws and the laws of the State of Delaware, without
regard to its conflict of laws principles; provided, however, that provisions in the Plan and/or Award Agreements that are intended to
comply with tax laws, regulations and rules of any specific jurisdiction shall be interpreted in a manner consistent with those laws,
regulations and rules of such jurisdiction as appropriate. Any suit with respect hereto will be brought in the federal or state courts
in the district which includes the city or town in which the Company’s principal executive office is located. With respect to any
claim or dispute related to or arising under the Plan or any Award Agreement, the Company and each Grantee who accepts an Award hereby
consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in Delaware.


  


27. NON-EXCLUSIVITY OF THIS PLAN.


 


The adoption of this Plan shall not be construed
as creating any limitations on the power or authority of the Company to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Company may deem necessary or desirable or preclude, including but not limited to the grant of
inducement awards in connection with a person becoming a Service Provider, or limit the continuation of any other plan, practice or arrangement
for the payment of compensation or fringe benefits to employees generally, or to any class or group of employees, which the Company or
any Affiliate now has lawfully put into effect, including any retirement, pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term or long-term incentive plans.


 


28. MISCELLANEOUS.


 


28.1. Survival. The
Grantee shall be bound by and the Shares issued upon exercise or (if applicable) the vesting of any Awards granted hereunder shall remain
subject to this Plan after the exercise or (if applicable) the vesting of Awards, in accordance with the terms of this Plan, whether or
not the Grantee is then or at any time thereafter employed or engaged by the Company or any of its Affiliates.


 


28.2. Additional Terms.
Each Award awarded under this Plan may contain such other terms and conditions not inconsistent with this Plan as may be determined by
the Committee, in its sole discretion.


 






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28.3. Fractional Shares.
No fractional Share shall be issuable upon exercise or vesting of any Award and the number of Shares to be issued shall be rounded down
to the nearest whole Share, with in any Share remaining at the last vesting date due to such rounding to be issued upon exercise at such
last vesting date.


 


28.4. Severability.
If any provision of this Plan, any Award Agreement or any other agreement entered into in connection with an Award shall be determined
to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable
and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. In addition, if
any particular provision contained in this Plan, any Award Agreement or any other agreement entered into in connection with an Award shall
for any reason be held to be excessively broad as to duration, geographic scope, activity or subject, it shall be construed by limiting
and reducing such provision as to such characteristic so that the provision is enforceable to fullest extent compatible with Applicable
Law as it shall then appear.


 


28.5. Captions and Titles.
The use of captions and titles in this Plan or any Award Agreement or any other agreement entered into in connection with an Award is
for the convenience of reference only and shall not affect the meaning or interpretation of any provision of this Plan or such agreement.


 


28.6. Limitations Applicable
to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award granted or awarded to any individual
who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemptive
rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements
for the application of such exemptive rule. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.


 


28.7. Prohibition on Executive
Officer Loans. Notwithstanding any other provision of the Plan to the contrary, no Grantee who is a member of the Board or an “executive
officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect
to any Awards granted under the Plan, or continue any extension of credit with respect to such payment, with a loan from the Company or
a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.


 


28.8. Clawback Provisions.
All Awards (including the gross amount of any proceeds, gains or other economic benefit the Grantee actually or constructively receives
upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to recoupment by the
Company to the extent required to comply with Applicable Law or any policy of the Company providing for the reimbursement of incentive
compensation, whether or not such policy was in place at the time of grant of an Award.  


 


 


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