Exhibit 10.3


 


OUTBRAIN INC.



2007 OMNIBUS SECURITIES AND INCENTIVE PLAN


 


AMENDED AND RESTATED JANUARY 21, 2009


 






     


     


    

 


Table of Contents


 







	 	Page
	ARTICLE I   	PURPOSE	1
	 	 	 
	ARTICLE II   	DEFINITIONS	1
	 	 	 
	ARTICLE III   	EFFECTIVE DATE OF PLAN	6
	 	 	 
	ARTICLE IV   	ADMINISTRATION	6
	 	Section 4.1   	Composition of Committee	6
	 	Section 4.2   	Powers	6
	 	Section 4.3   	Additional Powers	7
	 	Section 4.4   	Committee Action	7
	 	 	 	 
	ARTICLE V   	STOCK SUBJECT TO PLAN AND LIMITATIONS THEREON	7
	 	Section 5.1   	Stock Grant and Award Limits	7
	 	Section 5.2   	Stock Offered	7
	 	Section 5.3   	Lock-Up Agreement	7
	 	 	 	 
	ARTICLE VI   	ELIGIBILITY FOR AWARDS; TERMINATION OF EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS	8
	 	Section 6.1   	Eligibility	8
	 	Section 6.2   	Termination of Employment or Director Status	8
	 	Section 6.3   	Termination of Consultant Status	9
	 	Section 6.4   	Special Termination Rule	9
	 	Section 6.5   	Termination for Cause	10
	 	 	 	 
	ARTICLE VII   	OPTIONS	10
	 	Section 7.1   	Option Period	10
	 	Section 7.2   	Limitations on Exercise of Option	10
	 	Section 7.3   	Special Limitations on Incentive Stock Options	10
	 	Section 7.4   	Option Agreement	11
	 	Section 7.5   	Option Price and Payment	11
	 	Section 7.6   	Stockholder Rights and Privileges	12
	 	Section 7.7   	Options and Rights in Substitution for Stock Options Granted by Other Corporations	12
	 	 	 	 
	ARTICLE VIII   	RESTRICTED STOCK AWARDS	12
	 	Section 8.1   	Restriction Period to be Established by Committee	12
	 	Section 8.2   	Other Terms and Conditions	12
	 	Section 8.3   	Payment for Restricted Stock	13
	 	Section 8.4   	Restricted Stock Award Agreements	13
	 	 	 	 
	ARTICLE IX   	UNRESTRICTED STOCK AWARDS	13
	 	 	 
	ARTICLE X   	PERFORMANCE UNIT AWARDS	13
	 	Section 10.1  	Terms and Conditions	13
	 	Section 10.2  	Payments	13



 








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Table of Contents


 





	 	Page
	ARTICLE XI   	PERFORMANCE SHARE AWARDS	13
	 	Section 11.1   	Terms and Conditions	13
	 	Section 11.2   	Stockholder Rights and Privileges	13
	 	 	 	 
	ARTICLE XII   	DISTRIBUTION EQUIVALENT RIGHTS	14
	 	Section 12.1   	Terms and Conditions	14
	 	Section 12.2   	Interest Equivalents	14
	 	 	 	 
	ARTICLE XIII   	STOCK APPRECIATION RIGHTS	14
	 	Section 13.1   	Terms and Conditions	14
	 	Section 13.2   	Tandem Stock Appreciation Rights	15
	 	 	 	 
	ARTICLE XIV   	RECAPITALIZATION OR REORGANIZATION	15
	 	Section 14.1   	Adjustments to Common Stock	15
	 	Section 14.2   	Recapitalization	16
	 	Section 14.3   	Merger and Sale of Company	16
	 	Section 14.4   	Other Events	17
	 	Section 14.5   	Powers Not Affected	17
	 	Section 14.6   	No Adjustment for Certain Awards	17
	 	 	 	 
	ARTICLE XV   	AMENDMENT AND TERMINATION OF PLAN	18
	 	 	 
	ARTICLE XVI   	RIGHT OF FIRST REFUSAL	18
	 	 	 
	ARTICLE XVII   	MISCELLANEOUS	18
	 	Section 17.1   	No Right to Award	18
	 	Section 17.2   	No Rights Conferred	18
	 	Section 17.3   	Other Laws; Withholding	19
	 	Section 17.4   	No Restriction on Corporate Action	19
	 	Section 17.5   	Restrictions on Transfer	19
	 	Section 17.6   	Beneficiary Designations	19
	 	Section 17.7   	Rule 16b-3	20
	 	Section 17.8   	Section 162(m)	20
	 	Section 17.9   	Section 409A	20
	 	Section 17.10 	Other Plans	20
	 	Section 17.11 	Limits of Liability	20
	 	Section 17.12 	Governing Law	21
	 	Section 17.13 	Severability of Provisions	21
	 	Section 17.14 	No Funding	21
	 	Section 17.15 	Headings	21
	 	Section 17.16 	Terms of Award Agreements	21





 








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OUTBRAIN INC.



 


2007 OMNIBUS SECURITIES AND INCENTIVE PLAN


 


AMENDED AND RESTATED JANUARY 21, 2009


 


ARTICLE I


PURPOSE


 


The purpose of this Outbrain
Inc. 2007 Omnibus Securities and Incentive Plan (the “Plan”) is to benefit the stockholders of Outbrain Inc., a Delaware
corporation (the “Company”), by assisting the Company to attract, retain and provide incentives to key management employees
and nonemployee directors of, and non-employee consultants to, the Company and its Affiliates, and to align the interests of such employees,
nonemployee directors and nonemployee consultants with those of the Company’s stockholders. Accordingly, the Plan provides for the
granting of Distribution Equivalent Rights, Incentive Stock Options, Non-Qualified Stock Options, Performance Share Awards, Restricted
Stock Awards, Stock Appreciation Rights, Tandem Stock Appreciation Rights, Unrestricted Stock Awards or any combination of the foregoing,
as may be best suited to the circumstances of the particular Employee, Director or Consultant as provided herein.


 


ARTICLE II

DEFINITIONS


 


The following definitions
shall be applicable throughout the Plan unless the context otherwise requires:


 


“Affiliate”
shall mean any person or entity which, at the time of reference, directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, the Company.


 


“Award”
shall mean, individually or collectively, any Distribution Equivalent Right, Option, Performance Share Award, Performance Unit Award,
Restricted Stock Award, Stock Appreciation Right or Unrestricted Stock Award.


 


“Award Agreement”
shall mean a written agreement between the Company and the Holder with respect to an Award, each of which shall constitute a part of the
Plan.


 


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


 








    


     


    

 


“Cause”
shall mean (i) if the Holder is a party to an employment or similar agreement with the Company or an Affiliate which agreement
defines “Cause” (or a similar term) therein, “Cause” shall have the same meaning as provided for in
such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination by
the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason of the Holder’s (A)
intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the
Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate, (D) breach of
fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor
traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of
fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material
breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the
Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall be final,
conclusive and binding on all parties.


 


“Change of Control”
shall mean (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines
 “Change of Control” (or a similar term) therein, “Change of Control” shall have the same meaning as provided
for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Change of Control” shall mean
the satisfaction of any one or more of the following conditions (and the “Change of Control” shall be deemed to have occurred
as of the first day that any one or more of the following conditions shall have been satisfied):


 


(a)              
Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition, “Person”),
other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate, becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities;


 


(b)              
The closing of a merger, consolidation or other business combination (a “Business Combination”) other than a
Business Combination in which holders of common stock of the Company immediately prior to the Business Combination have substantially
the same proportionate ownership of common stock of the surviving corporation immediately after the Business Combination as immediately
before;


 


(c)              
The closing of either (i) an agreement for the sale or disposition of all or substantially all of the Company’s assets to
any entity that is not an Affiliate, or (ii) a plan of complete liquidation of the Company;


 


(d)              
The persons who were members of the Board immediately before a tender offer by any Person other than the Company or an Affiliate,
or before a merger, consolidation or contested election, or before any combination of such transactions, cease to constitute a majority
of the members of the Board as a result of such transaction or transactions; or


 


(e)              
Any other event which shall be deemed by a majority of the members of the Board to constitute a “Change of Control.”


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include
any amendments or successor provisions to any section and any regulation under such section.





 








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“Committee”
shall mean a committee comprised of (i) at any time that the Common Stock is not registered under Section 12 of the Exchange Act, the
full Board or a committee designated by the Board, and (ii) at any time that the Common Stock is registered under Section 12 of the Exchange
Act, not less than three (3) members of the Board who are selected by the Board as provided in Section 4.1.


 


“Common Stock”
shall mean the Common Stock, par value $0.001 per share, of the Company.


 


“Company”
shall mean Outbrain Inc., a Delaware corporation, and any successor thereto.


 


“Consultant”
shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly with the
Company or an Affiliate to render bona fide consulting or advisory services thereto.


 


“Director”
shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee.


 


“Distribution Equivalent
Right” shall mean an Award granted under Article XII of the Plan which entitles the Holder to receive bookkeeping credits, cash
payments and/or Common Stock distributions equal in amount to the distributions that would have been made to the Holder had the Holder
held a specified number of shares of Common Stock during the period the Holder held the Distribution Equivalent Right.


 


“Distribution Equivalent
Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution Equivalent
Right Award.


 


“Effective Date”
shall mean October 24, 2007.


 


“Employee”
shall mean any employee, including officers, of the Company or an Affiliate.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Fair Market
Value” shall mean, as determined consistent with the applicable requirements of Sections 409A and 422 of the Code, as of
any specified date, the closing sales price of the Common Stock for such date (or, in the event that the Common Stock is not traded
on such date, on the immediately preceding trading date) on the Nasdaq Stock Market or a domestic or foreign national securities
exchange (including London’s Alternative Investment Market) on which the Common Stock may be listed, as reported in The Wall
Street Journal or The Financial Times. If the Common Stock is not listed on the Nasdaq Stock Market or on a national securities
exchange, but is quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Common Stock
shall be the mean of the bid and asked prices per share of the Common Stock for such date. If the Common Stock is not quoted or
listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means (which
means, with respect to a particular Award grant, may be set forth with greater specificity in the applicable Award Agreement). The
Fair Market Value of property other than Common Stock shall be determined by the Board in good faith by any fair and reasonable
means, and consistent with the applicable requirements of Sections 409A and 422 of the Code.


 






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


 


“Holder”
shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative,
to the extent applicable.


 


“Incentive Stock
Option” shall mean an Option which is intended by the Committee to constitute an “incentive stock option” under
Section 422 of the Code.


 


“Non-Qualified Stock
Option” shall mean an Option which is not an Incentive Stock Option.


 


“Option”
shall mean an Award granted under Article VII of the Plan of an option to purchase shares of Common Stock and includes both Incentive
Stock Options and Non-Qualified Stock Options.


 


“Option Agreement”
shall mean a written agreement between the Company and a Holder with respect to an Option.


 


“Performance Share
Award” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined individual
and/or Company (and/or Affiliate) performance goals and/or objectives, shares of Common Stock are paid to the Holder.


 


“Performance Share
Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Share Award.


 


“Performance Unit”
shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.


 


“Performance Unit
Award” shall mean an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual
and/or Company (and/or Affiliate) performance goals and/or objectives, a cash payment shall be made to the Holder, based on the number
of Units awarded to the Holder.


 


“Performance Unit
Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award.


 


“Plan”
shall mean this Outbrain Inc. 2007 Omnibus Securities and Incentive Plan, as amended from time to time, together with each of the Award
Agreements utilized hereunder.





 








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“Restricted Stock
Award” shall mean an Award granted under Article VIII of the Plan of shares of Common Stock, the transferability of which by
the Holder shall be subject to Restrictions.


 


“Restricted Stock
Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.


 


“Restriction Period”
shall mean the period of time for which shares of Common Stock subject to a Restricted Stock Award shall be subject to Restrictions, as
set forth in the applicable Restricted Stock Award Agreement.


 


“Restrictions”
shall mean forfeiture, transfer and/or other restrictions applicable to shares of Common Stock awarded to an Employee, Director or Consultant
under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Award Agreement.


 


“Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to
time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function.


 


“Stock Appreciation
Right” shall mean an Award granted under Article XIII of the Plan of a right, granted alone or in connection with a related
Option, to receive a payment on the date of exercise.


 


“Stock Appreciation
Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation
Right.


 


“Tandem Stock Appreciation
Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of which shall result
in termination of the otherwise entitlement to purchase some or all of the shares of Common Stock under the related Option, all as set
forth in Section 13.2.


 


“Ten Percent Stockholder”
shall mean an Employee who, at the time an Option is granted to him or her, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any parent corporation or subsidiary corporation thereof (both as defined
in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code.


 


“Total and Permanent
Disability” shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of
not less than twelve (12) months, all as described in Section 22(e)(3) of the Code.


 


“Units”
shall mean bookkeeping units, each of which represents such monetary amount as shall be designated by the Committee in each Performance
Unit Award Agreement.


 


“Unrestricted Stock
Award” shall mean an Award granted under Article IX of the Plan of shares of Common Stock which are not subject to Restrictions.





 


“Unrestricted Stock
Award Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award.


 








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ARTICLE III



EFFECTIVE DATE OF
PLAN


 


The Plan shall be effective
as of the Effective Date.


 


ARTICLE IV
ADMINISTRATION


 


Section 4.1           
Composition of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. Notwithstanding
the foregoing, however, at any time that the Common Stock is registered under Section 12 of the Exchange Act, the Committee shall consist
solely of two (2) or more Directors who are each (i) “outside directors” within the meaning of Section 162(m) of the Code
(“Outside Directors”), and (ii) “non-employee directors” within the meaning of Rule 16b-3 (“Non-Employee
Directors”); provided, however, that the Board or the Committee may delegate to a committee of one or more members
of the Board who are not (x) Outside Directors, the authority to grant Awards to eligible persons who are not (A) then “covered
employees” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time
of recognition of income resulting from such Award, or (B) persons with respect to whom the Company wishes to comply with the requirements
of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authority to grant Awards to eligible persons who are not then subject
to the requirements of Section 16 of the Exchange Act. If a member of the Committee shall be eligible to receive an Award under the Plan,
such Committee member shall have no authority hereunder with respect to his or her own Award.


 


Section 4.2           
Powers. Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all
determinations under the Plan, including but not limited to determining which Employees, Directors or Consultants shall receive an Award,
the time or times when an Award shall be made, what type of Award shall be granted, the term of an Award, the date or dates on which an
Award vests (including acceleration of vesting), the form of any payment to be made pursuant to an Award, the terms and conditions of
an Award, the Restrictions under a Restricted Stock Award and the number of shares of Common Stock which may be issued under an Award,
all as applicable. In making such determinations the Committee may take into account the nature of the services rendered by the respective
Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success
and such other factors as the Committee in its discretion shall deem relevant.


 








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Section 4.3            Additional
Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject
to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed
hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the
Plan, and to determine the terms, restrictions and provisions of each Award, including such terms, restrictions and provisions as
shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make
all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent it shall deem expedient to carry it
into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding on
the Company and all Holders.


 


Section 4.4           
Committee Action. In the absence of specific rules to the contrary, action by the Committee shall require the consent of
a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting.
No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the Plan.


 


ARTICLE V
STOCK SUBJECT
TO PLAN AND LIMITATIONS THEREON


 


Section 5.1           
Stock Grant and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or
Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to
Article XIV, the aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 4,006,179 shares. Shares
shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award. To the extent
that an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its
Holder terminate, any shares of Common Stock subject to such Award shall again be available for the grant of a new Award. Notwithstanding
any provision in the Plan to the contrary, the maximum number of shares of Common Stock that may be subject to Awards of Options under
Article VII and/or Stock Appreciation Rights under Article XIII, in either or both cases granted to any one Employee during any calendar
year, shall be 500,000 shares (subject to adjustment in the same manner as provided in Article XIV with respect to shares of Common Stock
subject to Awards then outstanding). The limitation set forth in the preceding sentence shall be applied in a manner which shall permit
compensation generated in connection with the exercise of Options or Stock Appreciation Rights to constitute “performance-based”
compensation for purposes of Section 162(m) of the Code, including, but not limited to, counting against such maximum number of shares,
to the extent required under Section 162(m) of the Code, any shares subject to Options or Stock Appreciation Rights that are canceled
or repriced.


 


Section 5.2           
Stock Offered. The stock to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock, Common
Stock purchased on the open market or Common Stock previously issued and outstanding and reacquired by the Company.


 


Section 5.3            Lock-Up
Agreement. Each Award Agreement which provides for the issuance of Common Stock, including but not limited to the issuance of
Common Stock upon the exercise of an Option, shall provide for a lock-up covenant by the Holder, to be effective for a period not to
exceed one year, upon the request of the Company or the Company’s principal underwriter in connection with an underwritten
public offering of the Common Stock.


 








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ARTICLE VI

ELIGIBILITY FOR AWARDS; TERMINATION OF

EMPLOYMENT, DIRECTOR STATUS OR CONSULTANT STATUS


 


Section 6.1          
Eligibility. Awards made under the Plan may be granted solely to persons or entities who, at the time of grant, are Employees,
Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject
to the limitations set forth in the Plan, such Award may include, a Non-Qualified Stock Option, a Restricted Stock Award, an Unrestricted
Stock Award, a Distribution Equivalent Right Award, any combination thereof or, solely for Employees, an Incentive Stock Option.


 


Section 6.2           
Termination of Employment or Director Status. Except to the extent inconsistent with the terms of the applicable Award Agreement
and/or the provisions of Section 6.4, the following terms and conditions shall apply with respect to the termination of a Holder’s
employment with, or status as a Director of, the Company or an Affiliate, as applicable, for any reason, including, without limitation,
Total and Permanent Disability or death:


 


(a)              
The Holder’s rights, if any, to exercise any then exercisable Non-Qualified Stock Options shall terminate:


 


(1)              
If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, not more than ninety
(90) days after the date of such termination of employment or after the date of such termination of Director status;


 


(2)             
If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination
of employment or Director status; or


 


(3)              
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


Upon such applicable date the Holder (and such
Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect
to any such Non-Qualified Stock Options.


 


(b)              
The Holder’s rights, if any, to exercise any then exercisable Incentive Stock Option shall terminate:


 





(1)              
 If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, not more than three
(3) months after the date of such termination of employment;


 


(2)             
If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such termination
of employment; or


 






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(3)              
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


Upon such applicable date the Holder (and such
Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect
to any such Incentive Stock Options.


 


(c)          
If a Holder’s employment with, or status as a Director of, the Company or an Affiliate, as applicable, terminates for any
reason prior to the actual or deemed satisfaction and/or lapse of the restrictions, terms and conditions applicable to an Award of Restricted
Stock and/or Deferred Stock, such Restricted Stock and/or Deferred Stock shall immediately be canceled, and the Holder (and such Holder’s
estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted
Stock and/or Deferred Stock. The immediately preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion,
may determine, prior to or within thirty (30) days after the date of such termination of employment or Director status, that all or a
portion of any such Holder’s Restricted Stock and/or Deferred Stock shall not be so canceled and forfeited.


 


Section 6.3         
Termination of Consultant Status. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or
the provisions of Section 6.4, the following terms and conditions shall apply with respect to the termination of a Holder’s status
as a Consultant, for any reason:


 


(a)          
The Holder’s rights, if any, to exercise any then exercisable Non-Qualified Stock Options shall terminate:


 


(1)              
If such termination is for a reason other than the Holder’s death, not more than ninety (90) days after the date of such
termination; or


 


(2)              
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death.


 


(b)           If
the status of a Holder as a Consultant terminates for any reason prior to the actual or deemed satisfaction and/or lapse of the
restrictions, terms and conditions applicable to an Award of Restricted Stock and/or Deferred Stock, such Restricted Stock and/or
Deferred Stock shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal
representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or Deferred Stock. The
immediately preceding sentence to the contrary notwithstanding, the Committee, in its sole discretion, may determine, prior to or
within thirty (30) days after the date of such termination of such a Holder’s status as a Consultant, that all or a portion of
any such Holder’s Restricted Stock and/or Deferred Stock shall not be so canceled and forfeited.


 


Section 6.4           
Special Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding
anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or
an Affiliate shall terminate, if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s
rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to
the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which
such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all
purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as
his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s
becoming a Consultant, shall be treated pursuant to the provisions of Section 6.3; provided, however, that any such Award
which is intended to be an Incentive Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to
a Non-Qualified Stock Option. Should a Holder’s status as a Consultant terminate, if, within ninety (90) days of such termination,
such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto
prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if
such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been
outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder
shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an
Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to
the provisions of Section 6.2.


 






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Section 6.5           
Termination for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless
a Holder’s Award Agreement specifically provides otherwise, should a Holder’s employment, Director status or engagement as
a Consultant with or for the Company or an Affiliate be terminated by the Company or Affiliate for Cause, all of such Holder’s then
outstanding Awards shall expire immediately and be forfeited in their entirety upon such termination.


 


ARTICLE VII

OPTIONS


 


Section 7.1           
Option Period. The term of each Option shall be as specified in the Option Agreement.


 


Section 7.2           
Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as
specified in the Option Agreement.


 


Section 7.3           
Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time
the respective Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation
thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand
Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), such Incentive Stock Options
shall be treated as Non-Qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code,
Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee
to be Incentive Stock Options when granted to the Holder, will not constitute Incentive Stock Options because of such limitation, and
shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted
to an Employee if, at the time the Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive
Stock Option is granted the Option price is at least one hundred ten percent (110 %) of the Fair Market Value of the Common Stock subject
to the Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date
of grant. No Incentive Stock Option shall be granted more than ten (10) years from the date on which the Plan is approved by the Company’s
stockholders. The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option
will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code.


 






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Section 7.4            Option
Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended
to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or
in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such
Option price. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as
applicable, specify the effect of termination of employment, Director status or Consultant status on the exercisability of the
Option. Moreover, an Option Agreement may provide for a “cashless exercise” of the Option by establishing procedures
whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan respecting all or a
part of the shares of Common Stock to which he is entitled upon exercise pursuant to an extension of credit by the Company to the
Holder of the Option price, (ii) the delivery of the shares of Common Stock from the Company directly to a brokerage firm and (iii)
the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company. An Option
Agreement may also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Options, (ii) tax
matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional
 “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of
a payment upon a “change of control” of the Company resulting from the operation of the Plan or of such Option
Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its
sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.


 


Section 7.5           
Option Price and Payment. The price at which a share of Common Stock may be purchased upon exercise of an Option shall be
determined by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market Value
of a share of Common Stock on the date such Option is granted, and (ii) shall be subject to adjustment as provided in Article XIV. The
Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option
or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the applicable Option Agreement. Separate
stock certificates shall be issued by the Company for those shares of Common Stock acquired pursuant to the exercise of an Incentive Stock
Option and for those shares of Common Stock acquired pursuant to the exercise of a Non-Qualified Stock Option.


 






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Section 7.6           
Stockholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder
of the Company solely with respect to such shares of Common Stock as have been purchased under the Option and for which certificates of
stock have been registered in the Holder’s name.


 


Section 7.7           
Options and Rights in Substitution for Stock Options Granted by Other Corporations. Options may be granted under the Plan
from time to time in substitution for stock options held by individuals employed by entities who become Employees as a result of a merger
or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets
of the employing entity, or the acquisition by the Company or an Affiliate of stock of the employing entity with the result that such
employing entity becomes an Affiliate.


 


ARTICLE VIII

RESTRICTED STOCK AWARDS


 


Section 8.1           
Restriction Period to be Established by Committee. At the time a Restricted Stock Award is made, the Committee shall establish
the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion
of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by
Section 8.2.


 


Section 8.2           Other
Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate
registered in the name of the Holder of such Restricted Stock Award. If provided for under the Restricted Stock Award Agreement, the
Holder shall have the right to vote Common Stock subject thereto and to enjoy all other stockholder rights, including the
entitlement to receive dividends on the Common Stock during the Restriction Period, except that (i) the Holder shall not be entitled
to delivery of the stock certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the
stock certificate during the Restriction Period (with a stock power endorsed by the Holder in blank), (iii) the Holder may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the Common Stock during the Restriction Period and (iv) a breach of
the terms and conditions established by the Committee pursuant to the Restricted Stock Award Agreement shall cause a forfeiture of
the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and
conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of
termination of employment, Director status or Consultant status prior to expiration of the Restriction Period. Such additional
terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable,
be set forth in a Restricted Stock Award Agreement made in conjunction with the Award. Such Restricted Stock Award Agreement may
also include provisions relating to (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited
to accelerated vesting upon the occurrence of a “change of control” of the Company, (ii) tax matters (including
provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments
to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment made in connection
with a “change of control” of the Company resulting from the operation of the Plan or of such Restricted Stock Award
Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its
sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical.


 






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Section 8.3           
Payment for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Common
Stock received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not
be required to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required
by law.


 


Section 8.4           
Restricted Stock Award Agreements. At the time any Award is made under this Article VIII, the Company and the Holder shall
enter into a Restricted Stock Award Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee
may determine to be appropriate.


 


ARTICLE IX

UNRESTRICTED STOCK AWARDS


 


Pursuant to the terms of the
applicable Unrestricted Stock Award Agreement, a Holder may be awarded (or sold at a discount) shares of Common Stock which are not subject
to Restrictions, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.


 


ARTICLE X





PERFORMANCE UNIT AWARDS


 


Section 10.1       
Terms and Conditions. The Committee shall set forth in the applicable Performance Unit Award Agreement the performance goals
and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be required
to satisfy before the Holder would become entitled to payment pursuant to Section 10.2, the number of Units awarded to the Holder and
the dollar value assigned to each such Unit.


 


Section 10.2       
Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned
to such Unit under the applicable Performance Unit Award Agreement if the Holder and/or the Company satisfy (or partially satisfy, if
applicable under the applicable Performance Unit Award Agreement) the performance goals and objectives set forth in such Performance Unit
Award Agreement.


 


ARTICLE XI

PERFORMANCE SHARE AWARDS


 


Section 11.1       
Terms and Conditions. The Committee shall set forth in the applicable Performance Share Award Agreement the performance
goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would
be required to satisfy before the Holder would become entitled to the receipt of shares of Common Stock pursuant to such Holder’s
Performance Share Award and the number of shares of Common Stock subject to such Performance Share Award.


 


Section 11.2       
Stockholder Rights and Privileges. The Holder of a Performance Share Award shall have no rights as a stockholder of the
Company until such time, if any, as the Holder actually receives shares of Common Stock pursuant to the Performance Share Award.


 






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ARTICLE XII

DISTRIBUTION EQUIVALENT RIGHTS


 


Section 12.1        Terms
and Conditions. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and
conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at
Fair Market Value determined as of the date of reinvestment) in additional shares of Common Stock or is to be entitled to choose
among such alternatives. Distribution Equivalent Rights Awards may be settled in cash or in shares of Common Stock, as set forth in
the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded
in tandem with another Award, whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be
forfeited by the Holder, as applicable, under the same conditions as under such other Award.


 


Section 12.2       
Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may
provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date, at a rate set forth in the
applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder.


 


ARTICLE XIII

STOCK APPRECIATION RIGHTS


 


Section 13.1       
Terms and Conditions. The Committee shall set forth in the applicable Stock Appreciation Right Award Agreement the terms
and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the Stock Appreciation
Right, which for purposes of a Stock Appreciation which is not a Tandem Stock Appreciation Right, shall be not less than the Fair Market
Value of a share of the Common Stock on the date of grant of the Stock Appreciation Right, (ii) the number of shares of Common Stock subject
to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised, and (iv) any other special
rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion
of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of shares of Common Stock having
an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product
of:


 


(a)              
The excess of (i) the Fair Market Value of a share of the Common Stock on the date of exercise, over (ii) the Base Value, multiplied
by;


 






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(b)              
The number of shares of Common Stock with respect to which the Stock Appreciation Right is exercised.


 


Section 13.2       
Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock
Appreciation Right, the Tandem Stock Appreciation Right must be granted at the same time as the related Option, and the following special
rules shall apply:


 


(a)              
The Base Value shall be equal to or greater than the exercise price under the related Option;


 


(b)           
The Tandem Stock Appreciation Right may be exercised for all or part of the shares of Common Stock which are subject to the related
Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option
(and when a share of Common Stock is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation
Right shall be cancelled);


 


(c)              
 The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;


 


(d)           
The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of
the difference between the exercise price under the related Option and the Fair Market Value of the shares of Common Stock subject to
the related Option at the time the Tandem Stock Appreciation Right is exercised; and


 


(e)            
The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the shares of Common Stock subject to
the related Option exceeds the exercise price under the related Option.


 


ARTICLE XIV

RECAPITALIZATION OR REORGANIZATION


 


Section 14.1       
Adjustments to Common Stock. The shares with respect to which Awards may be granted under the Plan are shares of Common
Stock as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the
Holder of an Award theretofore granted, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment
of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with respect
to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding
shares, shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of
a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per share shall be proportionately
increased. Notwithstanding the foregoing, any such adjustment made with respect to an Award which is an Incentive Stock Option shall comply
with the requirements of Section 424(a) of the Code, and in no event shall any such adjustment be made which would render any Incentive
Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code.


 






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Section 14.2       
Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise
or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable)
under such Award, in lieu of the number of shares of Common Stock then covered by such Award, the number and class of shares of stock
and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such
recapitalization, the Holder had been the holder of record of the number of shares of Common Stock then covered by such Award.


 


Section 14.3        Merger
and Sale of Company. In the event of (i) a sale of all or substantially all of the assets of the Company; or (ii) a sale
(including an exchange) of all or substantially all of the shares of the Company, or an acquisition by a stockholder of the Company
or by an Affiliate of such stockholder, of all the shares of the Company held by other stockholders or by other stockholders who are
not Affiliated with such acquiring party; (iii) a merger, consolidation, amalgamation or like transaction of the Company with or
into another corporation; (iv) a scheme of arrangement for the purpose of effecting such sale, merger or amalgamation; or (v) such
other transaction that is determined by the Committee to be a transaction having a similar effect (all such transactions being
herein referred to as a “Merger/Sale”), then, without the Holder’s consent and action:


 


(a)              
unless otherwise determined by the Committee in its sole and absolute discretion, any Award then outstanding shall be assumed or
an equivalent Award shall be substituted by such successor corporation of the Merger/Sale or any parent or Affiliate thereof as determined
by the Board in its discretion (the “Successor Corporation”), under substantially the same terms as the Award;


 


For the purposes of this Section
14.3(a), the Award shall be considered assumed 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) 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 of consideration, the type of consideration chosen by the holders of a majority
of the outstanding shares of Common Stock), which may be subject to vesting and other terms as determined by the Committee in its discretion,
or (ii) regardless of the consideration received by the holders of shares of Common Stock in the Merger/Sale, solely shares (or their
equivalent) of the Successor Corporation at a value to be determined by the Committee in its discretion, which may be subject to vesting
and other terms as determined by the Committee in its discretion. The foregoing shall not limit the Committee authority to determine,
in its sole and absolute 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 under Section 14.3(b) hereunder.


 


(b)              
In the event that the Awards are not assumed or substituted by an equivalent Award, then the Committee may (but shall not be obligated
to), in lieu of such assumption or substitution of the Award and in its sole and absolute discretion, (i) provide for the Holder to have
the right to exercise the then-outstanding and vested Award, including the cancellation of all unexercised Awards upon closing of the
Merger/Sale, or provide for another arrangement as the Committee shall decide; and/or (ii) provide for the cancellation of each outstanding
Award at the closing of such Merger/Sale, and payment to the Holder of an amount in cash as determined by the Committee to be fair in
the circumstances (with full authority to determine the method for making such determination, which may be Black-Scholes model or any
other method, and which determination shall be conclusive and binding on all parties), and subject to such terms and conditions as determined
by the Committee in its sole and absolute discretion.


 






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(c)               Notwithstanding
the foregoing, in the event of a Merger/Sale, the Committee may determine, in its sole and absolute discretion, that upon completion
of such Merger/Sale, the terms of any Award be otherwise amended, modified or terminated, as the Committee shall deem in its sole
and absolute discretion to be appropriate, and if an Option Award, that the Option Award shall confer the right to purchase or
receive any other security or asset, or any combination thereof, or that its terms be otherwise amended, modified or terminated, as
the Committee shall deem in its sole and absolute discretion to be appropriate. Neither the authorities and powers of the Committee
under this Section 14.3, 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.


 


Section 14.4       
Other Events. In the event of changes to the outstanding Common Stock by reason of recapitalization, reorganization, mergers,
consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award
and not otherwise provided for under this Article XIV, any outstanding Awards and any Award Agreements evidencing such Awards shall be
adjusted by the Board in its discretion as to the number and price of shares of Common Stock or other consideration subject to such Awards.
In the event of any such change to the outstanding Common Stock, the aggregate number of shares available under the Plan may be appropriately
adjusted by the Board, the determination of which shall be conclusive.


 


Section 14.5       
Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or
power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other
change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities
ahead of or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or
other disposition of all or any part of its assets or business or any other corporate act or proceeding.


 


Section 14.6       
No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of stock
of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon
the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such
shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment
by reason thereof shall be made with respect to the number of shares of Common Stock subject to Awards theretofore granted or the purchase
price per share, if applicable.


 






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ARTICLE XV

AMENDMENT AND TERMINATION OF PLAN


 


The Board in its
discretion may terminate the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however,
that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award
theretofore granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof
from time to time; provided, however, that no change in any Award theretofore granted may be made which would
materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder (unless such
change is required in order to cause the benefits under the Plan to qualify as “performance-based” compensation within
the meaning of Section 162(m) of the Code).


 


ARTICLE XVI

RIGHT OF FIRST REFUSAL


 


Solely during such time that
the Common Stock is not publicly traded, no Holder (or beneficiary of a Holder including but not limited to the Holder’s estate)
may sell or otherwise transfer (except for inter vivos transfers to Family Members) any Common Stock obtained thereby pursuant to an Award
without first (a) providing the Company with a written offer to sell the Common Stock to the Company on the same terms as were offered
to the Holder (or the Holder’s beneficiary) by a bona fide third party (a copy of which third party offer shall be attached to the
Holder’s or beneficiary’s offer to sell such Common Stock to the Company) for a sales price and with other terms and conditions,
in each case equal to those stated in the third party’s purchase offer, and (b) waiting thirty (30) days from the date of the Company’s
receipt of such offer. If the Company shall accept the Holder’s or beneficiary’s offer in writing within said thirty (30)
day period, the Holder or beneficiary and the Company shall promptly effect such transaction. If the Company does not provide a written
acceptance of the Holder’s or beneficiary’s offer within said thirty (30) day period, the Holder or beneficiary shall be entitled
to accept such third party’s offer and effect such transaction.


 


ARTICLE XVII

MISCELLANEOUS


 


Section 17.1       
No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be
deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed
on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.


 


Section 17.2       
No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation
of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate
the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s
membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership
on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with
the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s
consulting engagement with the Company or an Affiliate at any time.


 






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Section 17.3       
Other Laws; Withholding. The Company shall not be obligated to issue any Common Stock pursuant to any Award granted under
the Plan at any time when the shares covered by such Award have not been registered under the Securities Act of 1933 and under such other
state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel of
the Company, if there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance
and sale of such shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of fractional shares be
paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes
required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case
of any Award satisfied in the form of shares of Common Stock, no shares shall be issued unless and until arrangements satisfactory to
the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms
and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and
conditions as it may establish from time to time, permit Holders to elect to tender, Common Stock (including Common Stock issuable in
respect of an Award) to satisfy, in whole or in part, the amount required to be withheld.


 


Section 17.4       
No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate
from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or
not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary
or other person shall have any claim against the Company or any Affiliate as a result of any such action.


 


Section 17.5       
Restrictions on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein or therein, shall
or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i)
by will or by the laws of descent and distribution, or (ii) except for an Incentive Stock Option, by gift to any Family Member of the
Holder. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative
unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee.
Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section
16.3 hereof.


 


Section 17.6       
Beneficiary Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent
or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or
subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be
in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s
lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be
the Holder’s estate.


 






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Section 17.7       Rule
16b-3. It is intended that, at any time when the Common Stock is registered under Section 12 of the Exchange Act, the Plan and any
Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of
the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of,
Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of
Rule 16b-3.


 


Section 17.8       
Section 162(m). It is intended that, at any time when the Common Stock is registered under Section 12 of the Exchange Act,
the Plan shall comply fully with and meet all the requirements of Section 162(m) of the Code so that Awards hereunder which are made to
Holders who are “covered employees” (as defined in Section 162(m) of the Code) shall constitute “performance-based”
compensation within the meaning of Section 162(m) of the Code. The performance criteria to be utilized under the Plan for such purposes
shall consist of objective tests based on one or more of the following: earnings or earnings per share, cash flow, customer satisfaction,
revenues, financial return ratios (such as return on equity and/or return on assets), market performance, stockholder return and/or value,
operating profits, EBITDA, net profits, profit returns and margins, stock price, credit quality, sales growth, market share, comparisons
to peer companies (on a company-wide or divisional basis), working capital and/or individual or aggregate employee performance. If any
provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) as so intended, such
provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m).


 


Section 17.9       
Section 409A. Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under
the Plan with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation” under
Section 409A of the Code. Accordingly, by way of example but not limitation, no Option shall be granted under the Plan with a per share
Option exercise price which is less than the Fair Market Value of a share of Common Stock on the date of grant of the Option. Notwithstanding
anything herein to the contrary, no Award Agreement shall provide for any deferral feature with respect to an Award which constitutes
a deferral of compensation under Section 409A of the Code.


 


Section 17.10    Other
Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or
compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of
the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount
received.


 


Section 17.11   
Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations
created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have
any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan.


 






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Section 17.12   
Governing Law. Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State
of Delaware, without regard to principles of conflicts of law.


 


Section 17.13   
Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision
had not been included in the Plan.


 


Section 17.14   
No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to
make any other segregation of funds or assets to ensure the payment of any Award.


 


Section 17.15   
Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.


 


Section 17.16   
Terms of Award Agreements. Each Award shall be evidenced by an Award Agreement, which Award Agreement, if it provides for
the issuance of Common Stock, shall require the Holder to enter into and be bound by the terms of the Company’s Stockholders’
Agreement, if any. The terms of the Award Agreements utilized under the Plan need not be the same.


 






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OUTBRAIN, INC.


 


APPENDIX A – ISRAEL 2007


 


TO THE 2007 OMNIBUS SECURITIES AND INCENTIVE
PLAN AS WAS AMENDED


AND RESTATED ON JANUARY 21, 2009


 


Notwithstanding any other provision of the Outbrain
Inc. 2007 Omnibus Securities and Incentive Plan as was amended and restated on January 21, 2009 (“the Plan”) to the
contrary, the provisions of this Annex A to the Plan, which Annex A shall constitute a part of the Plan, shall be applicable to Awards
made under the Plan to Optionees who are residents of the state of Israel or those who are deemed to be residents of the state of Israel
for the payment of tax. For purposes of Awards made under the Plan to Optionees described in the preceding sentence, in the case of any
conflict between the terms of this Annex A and those of the remainder of the Plan, the terms of this Annex A shall control.


 


ARTICLE A - DEFINITIONS


 


In this Annex A, the following capitalized terms
shall have the meaning indicated below. Capitalized words and terms defined in the Plan and not otherwise defined in this Annex A, shall
have the same meaning ascribed to them in the Plan.


 


“Approved 102 Award” means
an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Optionee.


 


“CGA” as defined in Paragraph
4 of Article B below.


 


“ITA” means the Israeli Tax
Authorities.


 


“OIA” as defined in Paragraph
5 of Article B below.


 


“102 Award” means any Award
granted to an Optionee pursuant to Section 102 of the Ordinance.


 


“Ordinance” means the Israeli
Income Tax Ordinance [New Version] 1961 as now in effect or as hereafter amended.


 


“Section 102” means Section
102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder, as now in effect or as hereafter amended.


 


“Trustee” means any Person
appointed by the Company to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the
Ordinance.


 


“Unapproved 102 Award” means
an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.


 






     


     


    

 


ARTICLE B - DESIGNATION OF AWARDS PURSUANT
TO SECTION 102


 


		1.	The Company may designate Awards granted to Employees pursuant to Section 102 as Unapproved 102 Awards
or Approved 102 Awards.



 


		2.	The grant of Approved 102 Awards shall be made under this Plan adopted by the Board and shall be conditioned
upon the approval of this Plan by the ITA.



 


		3.	Approved 102 Award may either be classified as CGA or OIA (defined below).



 


		4.	Approved 102 Award elected and designated by the Company to qualify under the capital gain tax treatment
in accordance with the provisions of Section 102(b)(2) shall be referred to herein as Capital Gain Award (“CGA”).



 


		5.	Approved 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment
in accordance with the provisions of Section 102(b)(1) shall be referred to herein as Ordinary Income Award (“OIA”).



 


		6.	The Company’s election of the type of Approved 102 Awards as CGA or OIA granted to Employees (the
 “Election”), shall be appropriately filed with the ITA before the date of grant of an Approved 102 Award. Such Election
shall become effective beginning the first date of grant of an Approved 102 Award under the Plan and shall remain in effect at least until
the end of the year following the year during which the Company first granted Approved 102 Awards. The Election shall obligate the Company
to grant only the type of Approved 102 Award it has elected, and shall apply to all Optionees who were granted Approved 102 Awards
during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt,
such Election shall not prevent the Company from granting Unapproved 102 Awards simultaneously. In addition, it is hereby clarified that
the Company may change the Election in accordance with the provisions of Section 102, and the Optionees, or any of them, shall not be
deemed to have acquired or otherwise be vested with any rights in respect of any Election made by the Company and/or the change thereof.



 


		7.	All Approved 102 Awards must be held in trust by a Trustee, as described below.



 


		8.	For the avoidance of doubt, the designation of Unapproved 102 Awards and Approved 102 Awards shall be
subject to the terms and conditions set forth in Section 102.



 


		9.	With regards to Approved 102 Awards, the provisions of the Plan and/or the Award Agreement shall be subject
to the provisions of Section 102 and the Tax Assessing Officer’s permit, and the said provisions and permit shall be deemed an integral
part of the Plan and of the Award Agreement. Any provision of Section 102 and/or the said permit which is necessary in order to receive
and/or to keep any tax benefit pursuant to Section 102, which is not expressly specified in the Plan or the Award Agreement, shall be
considered binding upon the Company and the Optionees. In this respect, and without derogating from any other authority conferred upon
the Committee, the Committee may amend any provision of the Plan such that it will comply with Section 102 and/or the said permit, to
the extent the Committee deems necessary in order to receive and/or to keep in effect any tax benefit pursuant to Section
102. The Committee shall be entitled, but not obligated, to determine, in its absolute discretion, that such an amendment shall be considered
binding upon the Company and the Optionees retroactively, from the date in which it is required in order to receive and/or to keep in
effect any tax benefit pursuant to Section 102.



 






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ARTICLE C - TRUSTEE


 


		1.	Approved 102 Awards which shall be granted under the Plan and/or any shares allocated or issued upon exercise
of such Approved 102 Awards and/or other shares received subsequently following any realization of rights, including without limitation
bonus shares, shall be allocated or issued to the Trustee and held for the benefit of the Optionees for such period of time as required
by Section 102 (the “Holding Period”). In case the requirements for Approved 102 Awards are not met, then the Approved
102 Awards may be treated as Unapproved 102 Awards, all in accordance with the provisions of Section 102.



 


		2.	Notwithstanding anything to the contrary, the Trustee shall not release any shares allocated or issued
upon exercise of Approved 102 Awards prior to the full payment of the Optionee’s tax liabilities arising from Approved 102 Awards
which were granted to him and/or any shares allocated or issued upon exercise of such Awards.



 


		3.	With respect to any Approved 102 Award, subject to the provisions of Section 102, an Optionee shall not
sell or release from trust any share received upon the exercise of an Approved 102 Award and/or any share received subsequently following
any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102
of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section
102 of the Ordinance shall apply to and shall be borne by such Optionee.



 


		4.	By receiving of an Approved 102 Award, the Optionee will be deemed to have undertaken to release the Trustee
from any liability in respect of any action or decision duly taken and bona fide executed in relation with the Plan, or any Approved 102
Award or share granted to him thereunder.



 


ARTICLE D - GENERAL PROVISIONS


 


		1.	Solely for the purpose of determining the tax liability pursuant to Section 102(b)(3) of the Ordinance,
if at the date of grant the shares of Outbrain Inc. are listed on any established stock exchange or a national market system or if such
shares will be registered for trading within ninety (90) days following the date of grant, the Fair Market Value of a share at the date
of grant shall be determined in accordance with the average value of the shares of Outbrain Inc. on the thirty (30) trading days preceding
the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.



 


		2.	Each Optionee, by receiving an Award, shall be deemed to have been representing that he is familiar with
the provisions of Section 102 and that he is aware of the Election that applies to him, and that he is agreeing to the terms and conditions
of the trust agreement between the Company and the Trustee
and undertakes not to sell the shares prior to the end of the term, as defined in Section 102.



 






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		3.	The provisions of Section 17.6 of the Plan shall not apply to Awards made under the Plan which are subject
to this Annex A.



 


		4.	For purposes of Section 17.10 of the Plan, managers insurance, vocational studies fund, provident funds,
severance pay, holiday pay and the like shall be included as Israeli social benefits the amounts of which shall not be determined by taking
into account any Award made under the Plan which is subject to this Annex A.



 


		5.	For purposes of Section 17.12 of the Plan, Israeli law shall govern all Awards made under the Plan which
are subject to this Annex A.



 






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OUTBRAIN INC.


 


2007 OMNIBUS SECURITIES AND INCENTIVE PLAN


 


ADDENDUM


 


Terms and Conditions for UK Company Share Option
Plan Grants


 


1.                 
Definitions. Except to the extent otherwise defined in this Section 1, in which case the definition in this Section 1 shall
control over the definition otherwise contained in the Plan, all capitalized terms and expressions contained in this Addendum shall have
the meanings ascribed to them in the Outbrain, Inc. 2007 Omnibus Securities and Incentive Plan and to the extent that any term is defined
in both the Plan and the Addendum the definitions in the Addendum shall prevail and in the event of any inconsistency between the terms
of the Plan, and the Addendum, the terms of the Addendum shall prevail :


 


(a)              
“the Act” the Income Tax (Earnings and Pensions) Act 2003.


 


(b)              
“the Approval Date” the date on which the Company receives notice that this Plan has been approved by HMRC in
accordance with the CSOP Code.


 


(c)              
“Applicable Laws” means the legal requirements relating to the administration of stock option plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock
is listed or quoted and UK corporate, securities, labor and tax laws, all as applicable to Options which are subject to this Addendum
and to the Optionees.


 


(d)              
“Associated Company” has the meaning given the purposes of CSOP Code.


 


(e)              
“Close Company” has the same meaning as in s.989 of the Income Tax Act 2007 but includes also a company which
would be such a close company but for s.442(a), 446 and 447 of the Corporation Tax Act 2010.


 


(f)               
“control” has the meaning given in section 995 of the Income Tax Act 2007.


 


(g)              
“the CSOP Code” Chapter 8 of Part 7 and Schedule 4 of the Act and Part 3 of Schedule 7D to the Taxation of Chargeable
Gains Act 1992.


 


(h)              
“Employee” means (i) an employee who is a director of the Company or a Subsidiary and required under his contract
of employment to work for not less than 25 hours per week (excluding meal breaks) disregarding holiday entitlement; or (ii) any other
employee of the Company or a Subsidiary other than one who is a director of the Company or a Subsidiary.


 


(i)                 “Exit
Event” means (i) an IPO as defined in the Section 2 of the Amended and Restated Stockholders Agreement dated December 2,
2011; or (ii) a Deemed Liquidiation as defined in the Amended and Restated Certificate of Incorporation filed with the Delaware
Secretary of State on 2 December 2011.


 






     


     


    

 


(j)            
“Fair Market Value” in relation to a share on a given day, the market value of a share determined in accordance
with the provisions of Part 8 of the Taxation of Chargeable Act 1992 and agreed for the purposes of this Plan with HMRC Shares and Assets
Valuation.


 


(k)              
“Group” the Company and each and every company which is for the time being a Subsidiary


.


(l)                
“HMRC” Her Majesty’s Revenue and Customs.


 


(m)            
 “Key Feature” in relation to this Plan, means a provision which is necessary in order to meet the requirements
of Schedule 4 to the Act.


 


(n)              
“Material Interest” has the meaning given in paragraph 10 of Schedule 4 to the Act.


 


(o)              
“NICs” National Insurance Contributions.


 


(p)              
“NIC Option Gain” a gain realised upon the exercise of, or acquisition of Shares in pursuance of, an Option,
being a gain that is treated as remuneration derived from the Optionee’s employment by virtue of section 4(4)(a) of the Social Security
Contributions and Benefits Act 1992.


 


(q)              
“NI Regulations” the laws, regulations and practices currently in force relating to liability for, and the collection
of, NICs.


 


(r)               
“Optionee’s Employer” in realtion to an Optionee, such member of the Group as is the Optionee’s
employer or, if he has ceased to hold employment within the Group, was his employer.


 


(s)               
“Subsidiary” means any company which is for the time being both a subsidiary (as defined in section 1159 and
Schedule 6 of the Companies Act 2006) of the Company and under the control of the Company.


 


(t)                
“Termination” means, if the Optionee is an Employee, the last day on which the Optionee worked as an Employee
irrespective of whether the termination of the Optionee’s employment is due to resignation or dismissal of the Optionee for any
reason whatsoever; if the Optionee is a corporate officer as defined in Section 2 of this Addendum, “Termination” means
the date on which he or she effectively leaves his or her position as a corporate officer of the Company or a Subsidiary for any reason
whatsoever.


 


(u)              
“Optioned Stock” means the Shares issued upon the exercise of an Option which satisfy the requirements of paragraphs
16 to 20 of Schedule 4 to the Act.


 


2.                  Eligibility.
Options granted pursuant to this Addendum may be granted solely to Employees who do not have, or have not had in the previous 12
months, a Material Interest in a Close Company, being the Company or a company that has control of the Company or is a member of a
consortium which owns such a company.


 






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3.                 
Individual Limits on the Granting of Options. The number of Shares in respect of which an Option is granted to an Employee
shall be limited, and the Option shall take effect, so that the Fair Market Value of shares which may be acquired upon the exercise the
Option, when added to:


 


(a)              
The aggregate Fair Market Value of Shares in respect of which Options have previously been granted (and have not then been exercised
nor ceased to be exercisable); and


 


(b)              
The aggregate Fair Market Value of shares in respect of which rights to acquire such shares have been obtained by that Employee
under any other share option plan approved in accordance with the CSOP Code which has been established by the company or by any Associated
Company (and have not been being exercised nor ceased to be exercisable) shall not exceed or further extended £30,000.


 


4.                 
No Right to Employment. Neither the Plan nor any Option which is subject to this Addendum shall confer upon any Optionee
any right with respect to continuing the Optionee’s employment relationship with the Company or any Subsidiary.


 


5.                 
Exercise Price. The per Share exercise price stated in the Award Agreement for the Shares to be issued pursuant to exercise
of an Option will be determined by the Committee and will be no less than one hundred percent (100%) of the Fair Market Value per Share
on the date of grant of the Option.


 


6.                 
Term of Option. The term of each Option which is subject to this Addendum shall be as stated in the Award Agreement; provided,
however, that the maximum term of an Option which is subject to this Addendum shall not exceed ten (10) years from the date of grant of
the Option.


 


7.                 
Exercise of Option;


 





(a)              
Termination of Employment Relationship. Upon Termination of an Optionee’s status as an Employee (other than
as a result of the Optionee’s death or Total and Permanent Disability), including retirement on or after reaching age 55, the Optionee
may exercise his or her Option which is subject to this Addendum within three (3) months of Termination, or such longer period of time
as specified in the Award Agreement, and only to the extent that the Optionee was entitled to exercise it at the date of Termination (but
in no event later than the expiration of the term of such Option as set forth in the Award Agreement).


 


(b)               Total
and Permanent Disability of Optionee. Upon Termination of an Optionee’s status as an Employee as a result of the
Optionee’s Total and Permanent Disability, the Optionee may exercise his or her Option which is subject to this Addendum at
any time within six (6) months from the date of such Termination or such longer period of time as specified in the Award Agreement,
but only to the extent that the Optionee was entitled to exercise it at the date of such Termination (but in no event later than the
expiration of the term of such Option as set forth in the Award Agreement).


 






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(c)              
Death of Optionee. In the event of the death of an Optionee while an Employee, his or her Option which is subject
to this Addendum may be exercised at any time within six (6) months following the date of death by the Optionee’s estate or by a
person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled
to exercise the Option at the date of the Optionee’s death.


 


(d)              
Material Interest. An Option may not in any event be exercised at any time if the Optionee then has, or has within the preceding
12 months had, a Material Interest in a Close Company being the Company or a company which has control of the Company or is a member of
a consortium which owns such a company.


 


8.                 
Restrictions on Transferability of Options and Shares Issued in Connection with Option Exercise. An Option subject
to this Addendum may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.


 


9.                 
Changes in Capitalization. If any adjustment or substitution provided for in Section 14 of the Plan to the exercise
price and the number of shares of Common Stock covered by outstanding Options would violate Applicable Laws in such a way to jeopardize
the favourable tax and NIC treatment of the Plan (together with this Addendum) and the Options granted thereunder, then no such adjustment
nor substitution will be made prior to the exercise of any outstanding Option and no such adjustment or substitution shall take effect
unless HMRC has confirmed in writing that such adjustment or substitution shall not affect the approved status of the Agreement and/or
Plan. As soon as reasonably practicable after making any alteration under this Section 9, the Committee shall give notice in writing thereof
to any Optionee affected.


 


Sections 14.3 shall be substituted as follows :


 


Section 14.3 Merger and Sale of Company. If
any company (in this rule referred to as ‘the acquiring company’):


 


(1)         
obtains control of the Company as a result of either:


 


		(b)	a general offer to acquire the whole of the Common Stock which is made on a condition such that if it is
satisfied the person making the offer will have control of the Company ; or



 


		(c)	a general offer to acquire all of the shares in the Company of the same class as the Shares ;



 


		(2)	obtains control of the Company in pursuance of a compromise or arrangement sanctioned by the court under
section 899 of the Companies Act 2006; or



 






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		(3)	becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006



 


an Optionee may, at any time within the appropriate
period as defined in Section 14.3(a), by agreement with the acquiring company and notwithstanding that any performance-related condition
is not then satisfied, release his rights under his Option in consideration of the grant to him of rights to acquire shares in the acquiring
company or some other company falling within sub-paragraphs (b) or (c) of paragraph 16 of Schedule 4 to the Act (“a New Option”)
PROVIDED THAT:


 


		(i)	such New Option will be exercisable only in accordance with the provisions of this Addendum as it had effect
immediately before the release of his rights under his Option (read and construed as mentioned in Section 14.3(b)); and



		(ii)	the shares to which the new rights relate satisfy the provisions of paragraphs 16 to 20 of Schedule 4 to
the Act; and



		(iii)	the total market value, immediately before such release, of the Shares in respect of which the Option then
subsists is equal to the total market value, immediately after such grant, of the shares in respect of which the New Option is granted
to the Optionholder; and



		(iv)	the total amount payable by the Optionee for the acquisition of shares upon exercise of the New Option is
equal to the amount that would have been payable for the acquisition of Shares upon exercise of the Option.



 


(a)       In Section
14.3 ‘the appropriate period’ means:


 


		(i)	in a case falling within Section 14.3(1), the period of 6 months beginning with the time when the acquiring
company obtains control of the Company and any condition or conditions subject to which the offer is made has or have all been satisfied
or waived;



		(ii)	in a case falling within rule Section 14.3(2), the period of 6 months beginning with the time when the court
sanctions the compromise or arrangement; and



		(iii)	in a case falling within rule Section 14.3(3), the period during which the acquiring company remains bound
or entitled as mentioned in that paragraph.



 


		(b)	For the purposes mentioned in Section 14.3 the provisions of this Plan shall be read and construed as if:



 


		(i)	references to “the Company” where applicable were references to the company in respect of whose
shares the New Options is granted;



		(ii)	references to “Shares” where applicable were references to such shares;



		(iii)	references to “Option” where applicable were references to such New Option;



		(iv)	references to “Optionee” where applicable were references to the persons to whom such New Option
is granted;



		(v)	references to “Ordinary Share Capital” where applicable were references to the ordinary share
capital (other than fixed rate preference shares) of such company;



		(vi)	references to “the Exercise Price” where applicable were references to the price per share payable
upon the exercise of such new rights;



		(vii)	references to “the Directors” where applicable were references to the board of directors of the
acquiring company.



 






    5


     


    

 


		(c)	New Options granted pursuant to Section 14.3(a) shall be regarded for the purposes of the CSOP Code and for
the purposes of the subsequent application of the provisions of this Plan as having been granted on the Date of Grant of the corresponding
rights as mentioned in Section 14.3(a).



 


10.             
Information Statements to Optionees. The Company or a Subsidiary, as required under Applicable Laws, will provide each Optionee
with copies to the appropriate governmental entities, such statements of information as required by the Applicable Laws.


 


11.             
Reporting to the Shareholders’ Meeting. A Subsidiary, if required under Applicable Laws, will provide its shareholders
with an annual report with respect to Options granted and/or exercised by its Employees in the applicable financial year.


 


12.             
Right of First Refusal. The Optionee will not be subject to the provisions of Section 2 of the Amended and Restated Stockholders
Agreement dated December 2, 2011 in respect of Shares purchased pursuant to the exercise of the Option and Article XVI of the Plan shall
not apply.


 


13.             
Other Laws ; Witholding. The optioneee will not be subject to the parts of Section 17.3 of the Plan that provide the
ability of the Company to withhold the issue of shares on the exercise of any Option to meet tax withholding obligations applicable with
respect to such Award and the Company having the right to retain Common Stock to satisfy, in whole or in part, the amount required to
be withheld.


 


14.             
Amendment. The Committee may at any time make any alteration to the Agreement (or the rules of the Plan as they apply to
the Agreement) in any respect PROVIDED THAT:


 


		a)	no such alteration in any Key Feature of the Agreement or the Plan shall take effect unless HMRC has confirmed
in writing that such alteration or addition shall not affect the approved status of the Agreement and/or Plan; and



 


		b)	no such alteration shall take effect so as to affect the liabilities of any person other than the Company
in relation to any Option granted by such person without the prior consent in writing of such person.



 


As soon as reasonably practicable after making any
alteration under this Section 13, the Committee shall give notice in writing thereof to any Optionee affected.


 






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