Exhibit 10.13






 


AgileThought,
Inc. 


 


2020
Equity Incentive Plan


 


Adopted
by the Board of Directors: August 4, 2020


Approved
by the Stockholders: _________, 2020


Termination
Date: ________, 2030


 


1.
General.


 


(a)
Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.


 


(b)
Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards
and (vi) Other Stock Awards.


 


(c)
Purpose. The Plan, through the grant of Stock Awards, is intended to help the Company secure and retain the services of eligible
award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate
and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.


 


2.
Administration.


 


(a)
Administration by the Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee
or Committees, as provided in Section 2(c).


 


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


 


(i) To
determine (A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will
be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to
exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to, or
the cash value of, a Stock Award; and (F) the Fair Market Value applicable to a Stock Award.


 


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


 


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


 


(iv) To
accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest (or the time at which cash or shares of
Common Stock may be issued in settlement thereof). 


 



     


     


    

 





(v)
To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension
or termination of the Plan will not impair a Participant’s rights under the Participant’s then-outstanding Stock Award
without the Participant’s written consent except as provided in subsection (viii) below.


 


(vi) To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan or
Stock Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or ensuring that they are
exempt from, or compliant with, the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to
the limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in
Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan
that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially
expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits
accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased
under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available
for issuance under the Plan. Except as otherwise provided in the Plan or a Stock Award Agreement, no amendment of the Plan will
materially impair a Participant’s rights under an outstanding Stock Award without the Participant’s written
consent.


 


(vii)
To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended
to satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options.


 


(viii)
To approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards,
including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock
Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however,
that a Participant’s rights under any Stock Award will not be impaired by any such amendment unless (A) the Company
requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing,
(1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion,
determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to
the limitations of applicable law, if any, the Board may amend the terms of any one or more Stock Awards without the affected
Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive Stock Option under Section
422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Stock Award
solely because it impairs the qualified status of the Stock Award as an Incentive Stock Option under Section 422 of the Code;
(C) to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code; or (D)
to comply with other applicable laws.


 


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


 


(x)
To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary
for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant
foreign jurisdiction).


 



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(xi)
 To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike
price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor
of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or
(6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering
the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another
equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting
principles.


 


(c)
Delegation to Committee. The Board may delegate some or all of the administration of the Plan to a Committee or Committees.
If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the
Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate
to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in
this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any delegation of administrative powers
will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or
Committee (as applicable). The Board may retain the authority to concurrently administer the Plan with the Committee and may,
at any time, revest in the Board some or all of the powers previously delegated.


 


(d)
 Delegation to an Officer. The Board may delegate to one or more Officers the authority to do one or both of the following:
(i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable
law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Stock Awards, and (ii) determine the
number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that
the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to
the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock
Awards will be granted on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless
otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who
is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(t)
below.


 


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


 


3.
Shares Subject to the Plan.


 


(a)
Share Reserve. 


 


(i)
Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may
be issued pursuant to Stock Awards from and after the Effective Date will not exceed 48,000 shares (the “Share Reserve”).



 


(ii)
For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may
be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided
in Section 7(a). 


 



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(b)
Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates
without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant
receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number
of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to
a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required
to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available
for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award
or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.



 


(c)
Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the
aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will
be a number of shares of Common Stock equal to three multiplied by the Share Reserve.


 


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


 


4.
Eligibility.


 


(a)
Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent
corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f)
of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided,
however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service
only to any “parent” of the Company, as such term is defined in Rule 405, unless (i) the stock underlying such
Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock
Awards are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with
its legal counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company,
in consultation with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section
409A of the Code. 


 


(b)
Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price
of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration
of five years from the date of grant.


 


(c)
Consultants. A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or
sale of the Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services
that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other provision
of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will
satisfy another exemption under the Securities Act as well as comply with the securities laws of all other relevant jurisdictions.


 



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5.
Provisions Relating to Options and Stock Appreciation Rights.


 


Each
Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will
be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are
issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of
Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive
Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then
the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical;
provided, however, that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference
in the applicable Stock Award Agreement or otherwise) the substance of each of the following provisions:



 





(a)
Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after
the expiration of 10 years from the date of its grant or such shorter period specified in the Stock Award Agreement.


 


(b)
Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price
of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on
the date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike
price lower than 100% of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant
to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in
a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will
be denominated in shares of Common Stock equivalents.


 


(c)
Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid,
to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods
of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following methods
of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company
to use a particular method of payment. The permitted methods of payment are as follows:


 


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


 


(ii)
subject to Company and/or Board consent at the time of exercise and provided that at the time of exercise the Common Stock
is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior
to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales proceeds. This manner of payment is also known
as a “broker-assisted exercise”, “same day sale”, or “sell to cover”;


 


(iii)
subject to Company and/or Board consent at the time of exercise and provided that at the time of exercise the Common Stock
is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock
that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value
on the date of exercise. “Delivery” for these purposes, in the sole discretion of the Company and/or the Board, at
the time Participant exercises their Option, will include delivery to the Company of Participant’s attestation of ownership
of such shares of Common Stock in a form approved by the Company. Participant may not exercise their option by delivery to the
Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption
of the Company’s stock; 


 





(iv) subject to Company and/or Board consent at the time of exercise, and provided that the Option is a Nonstatutory Stock Option,
by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued
upon exercise of the Option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price plus, to the extent permitted by the Company and/or Board at the time of exercise, the aggregate withholding obligations
in respect of the Option exercise; provided, further that Participant must pay any remaining balance of the aggregate exercise
price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock
will no longer be subject to the Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise
are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as
a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations;


 






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(v)
according to a deferred payment or similar arrangement with the Optionholder; provided, however, that interest will
compound at least annually and will be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest
income to the Company and compensation income to the Optionholder under any applicable provisions of the Code, and (B) the
classification of the Option as a liability for financial accounting purposes; or


 


(vi) in any other form of legal consideration that may be acceptable to the Board. 


 


(d)
Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to
the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation
distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair
Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock
equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR
on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant
is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of
the two or in any other form of consideration, as determined by the Board and contained in the Stock Award Agreement evidencing
such SAR.


 


(e)
Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability
of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs will apply:


 


(i) Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution
(or pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the
Participant. The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities
laws. Except as explicitly provided in the Plan, neither an Option nor a SAR may be transferred for consideration. 


 


(ii)
Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred
pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument
as permitted by Treasury Regulation 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be
a Nonstatutory Stock Option as a result of such transfer. 


 


(iii)
Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering
written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon
the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other
consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant, the executor
or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock
or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time,
including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.


 



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(f)
Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable
in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on
the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria)
as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f)
are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR
may be exercised.


 


(g)
Termination of Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement
between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other
than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that
the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) within the period
of time ending on the earlier of (i) the date three months following the termination of the Participant’s Continuous
Service (or such longer or shorter period specified in the applicable Stock Award Agreement, which period will not be less than
30 days if necessary to comply with applicable laws unless such termination is for Cause) and (ii) the expiration of
the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant
does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.


 


(h)
Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time
solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then
the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive)
equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during
which the exercise of the Option or SAR would not be in violation of such registration requirements, and (ii) the expiration
of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided
in a Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following
the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider
trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of the period of time (that need
not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s
Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation
of the Company’s insider trading policy, and (ii) the expiration of the term of the Option or SAR as set forth in the
applicable Stock Award Agreement.


 


(i) Disability of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between
the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s
Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier
of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified
in the Stock Award Agreement, which period will not be less than six months if necessary to comply with applicable laws unless
such termination is for Cause), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award
Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the
applicable time frame, the Option or SAR (as applicable) will terminate. 


 



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(j)
Death of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the
Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s
death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement for exercisability after
the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised
(to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s
estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to
exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the
date 18 months following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period
will not be less than six months if necessary to comply with applicable laws unless such termination is for Cause), and (ii) the
expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death,
the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate. 


 


(k)
Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award Agreement or other individual
written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated
for Cause, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the
Participant will be prohibited from exercising his or her Option or SAR (whether vested or unvested) from and after the date of
such termination of Continuous Service.


 


(l)
Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor
Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six
months following the date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the
provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a
Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv)
upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement, in another
agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current
employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months following
the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection
with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or
required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in
connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s
regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference
into such Stock Award Agreements. 


 


(m)
Early Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder may elect at any time
before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common
Stock subject to the Option prior to the full vesting of the Option. Subject to the “Repurchase Limitation” in
Section 8(l), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company
or to any other restriction the Board determines to be appropriate. Provided that the “Repurchase Limitation”
in Section 8(l) is not violated, the Company will not be required to exercise its repurchase right until at least six months
(or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting
purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.


 



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(n)
Right of Repurchase. Subject to the “Repurchase Limitation” in Section 8(l), the Option or SAR may include
a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant
pursuant to the exercise of the Option or SAR. 


 


(o)
Right of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right of first
refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock
received upon the exercise of the Option or SAR. Such right of first refusal will be subject to the “Repurchase Limitation”
in Section 8(l). Except as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first
refusal will otherwise comply with any applicable provisions of the bylaws of the Company. 


 


6.
Provisions of Stock Awards Other than Options and SARs.


 


(a)
Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions
as the Board will deem appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares
of Common Stock underlying a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions
until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate
will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical.
Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement
or otherwise) the substance of each of the following provisions:


 


(i)
Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order
payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including
future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. 


 


(ii)
Vesting. Subject to the “Repurchase Limitation” in Section 8(l), shares of Common Stock awarded under
the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined
by the Board.


 


(iii)
Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company
may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant
that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)
Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable
by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board
will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject
to the terms of the Restricted Stock Award Agreement.


 


(v)
Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the
same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(vi)
Right of Repurchase. Subject to the “Repurchase Limitation” in Section 8(l), the Restricted Stock Award
Agreement may include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock
acquired by the Participant pursuant to the Restricted Stock Award. 


 



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(b)
Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms
and conditions as the will Board deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change
from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each
Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement
or otherwise) the substance of each of the following provisions:


 


(i)
Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any,
to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration
to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in
any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable
law.


 


(ii)
Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)
Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any
combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit
Award Agreement.


 


(iv)
Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may
impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a
Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 


 


(v)
Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock
Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the
Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit
Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by
reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock
Unit Award Agreement to which they relate.


 


(vi)
Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit
Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.


 


(vii)
Right of Repurchase. Subject to the “Repurchase Limitation” in Section 8(l), the Restricted Stock Unit
Award Agreement may include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common
Stock acquired by the Participant pursuant to the Restricted Stock Unit Award. 


 


(viii)
Compliance with Section 409A of the Code. Notwithstanding anything to the contrary set forth herein, any Restricted Stock
Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code will contain such
provisions so that such Restricted Stock Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions,
if any, will be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted
Stock Unit Award. For example, such restrictions may include, without limitation, a requirement that any Common Stock that is
to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed
pre-determined schedule.


 



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(c)
Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common
Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less
than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock
Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the
Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards
will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock
Awards and all other terms and conditions of such Other Stock Awards.


 


7.
Covenants of the Company.


 


(a)
Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required
to satisfy then-outstanding Stock Awards.


 


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


 


(c)
No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder
as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not
be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock
Award.


 


8.
Miscellaneous.


 


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


 


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


 



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(c)
Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements
for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its terms, and (ii) the issuance
of the Common Stock subject to the Stock Award has been entered into the books and records of the Company.


 


(d)
No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed thereunder
or in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue to serve
the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect the right of the
Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause,
(ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate,
or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of
the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.


 


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


 


(f)
Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of
Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise
does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according
to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options,
notwithstanding any contrary provision of the applicable Option Agreement(s).


 


(g)
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that the Participant is capable of evaluating, alone or together with the
purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory
to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own
account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements,
and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise
or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement
under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that
such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice
of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate
in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common
Stock. 


 



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(h)
Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion,
satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following means or by a
combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock
from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided,
however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be withheld
by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting
purposes); (iii) withholding cash from a Stock Award settled in cash; (iv) withholding payment from any amounts otherwise
payable to the Participant; or (v) by such other method as may be set forth in the Stock Award Agreement.


 


(i) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document
delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company
to which the Participant has access).


 


(j)
Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of
Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred
and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be
made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions
while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals
of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments,
following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent
with the provisions of the Plan and in accordance with applicable law.


 


(k)
Compliance with Section 409A of the Code. To the extent that the Board determines that any Stock Award granted hereunder is subject
to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award will incorporate the terms and conditions necessary
to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements
will be interpreted in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan (and unless
the Stock Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding
a Stock Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee”
for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service”
(as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date
that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of
the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such
distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid
in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.


 





(l)
Repurchase Limitation. The terms of any repurchase right will be specified in the Stock Award Agreement. The repurchase price
for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock on the date of repurchase. The
repurchase price for unvested shares of Common Stock will be the lower of (i) the Fair Market Value of the shares of Common
Stock on the date of repurchase or (ii) their original purchase price. However, the Company will not exercise its repurchase
right until at least six months (or such longer or shorter period of time necessary to avoid classification of the Stock Award
as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Stock
Award, unless otherwise specifically provided by the Board. 


 






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9.
Adjustments upon Changes in Common Stock; Other Corporate Events.


 


(a)
Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the
class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to
Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock
Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive. 


 


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



 


(c)
Corporate Transaction. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless
otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate
and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of
a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board may take one or more of the following
actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:


 


(i) arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to
assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited
to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate
Transaction);


 


(ii)
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued
pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s
parent company);


 


(iii)
accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may
be exercised) to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does
not determine such a date, to the date that is five days prior to the effective date of the Corporate Transaction), with
such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;
provided, however, that the Board may require Participants to complete and deliver to the Company a notice of exercise
before the effective date of a Corporate Transaction, which exercise is contingent upon the effectiveness of such Corporate Transaction;


 



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(iv)
arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to
the Stock Award; 


 


(v)
cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective
time of the Corporate Transaction, in exchange for such cash consideration (including no consideration) as the Board, in its sole
discretion, may consider appropriate; and


 


(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property
the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate
Transaction, over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment
may be zero ($0) if the value of the property is equal to or less than the exercise price. Payments under this provision may be
delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with
the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.


 


The
Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.
The Board may take different actions with respect to the vested and unvested portions of a Stock Award.


 


(d)
Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change
in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.



 


10.
Plan Term; Earlier Termination or Suspension of the Plan.


 


(a)
Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan will automatically
terminate on the day before the 10th anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the
date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is
suspended or after it is terminated.


 


(b)
No Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Stock Award
granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the
Plan.


 


11.
Effective Date of Plan.


 


This
Plan will become effective on the Effective Date.


 


12.
Choice of Law.


 


The
laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan,
without regard to that state’s conflict of laws rules.


 



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13.
Definitions. As used in the Plan, the following definitions will apply to the
capitalized terms indicated below: 


 


(a)
“Affiliate” means, at the time of determination, any “parent” or “majority-owned
subsidiary” of the Company, as such terms are defined in Rule 405. The Board will have the authority to determine the
time or times at which “parent” or “majority-owned subsidiary” status is determined within the foregoing
definition. 


 


(b)
“Board” means the Board of Directors of the Company.


 


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


 


(d)
“Cause” will have the meaning ascribed to such term in any written agreement between the Participant
and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the
occurrence of any of the following events: (i) such Participant’s commission of any felony or any crime involving fraud,
dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted
commission of, or participation in, a fraud or act of dishonesty against the Company, or any of its employees or directors; (iii) such
Participant’s intentional, material violation of any contract or agreement between the Participant and the Company, the
Company’s employment policies, or of any statutory or other duty owed to the Company; (iv) such Participant’s
unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s
gross misconduct. The determination that a termination of the Participant’s Continuous Service is either for Cause or without
Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant
was terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant will have no effect
upon any determination of the rights or obligations of the Company or such Participant for any other purpose.


 


(e)
“Change in Control” means the occurrence, in a single transaction or in a series of related transactions,
of any one or more of the following events:


 


(i) any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar
transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an
investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or
series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity
securities or (C) solely because the level of Ownership held by any Exchange Act Person (the
“Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as
a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding,
provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting
securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting
securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding
voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to
occur;


 



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


 


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


 


Notwithstanding
the foregoing definition or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets,
merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the definition of
Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant
will supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that
if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the definition
set forth herein will apply, and (C) if at any time the Company’s Certificate of Incorporation provides definitions of various
analogous transactions that would be deemed a liquidation event for the Company, then such definition will apply as if it were
the definition set forth herein except as is otherwise expressly provided in an individual written agreement between the Company
or any Affiliate and the Participant.


 


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


 


(g)
“Committee” means a committee of one or more Directors to whom authority has been delegated by the
Board in accordance with Section 2(c).


 


(h)
 “Common Stock” means the Class A common stock of the Company.


 


(i)
“Company” means AgileThought, Inc., a Delaware corporation.


 


(j)
“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an
Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of
the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment
of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.


 



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(k)
“Continuous Service” means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant
renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the
Participant renders such service, provided that there is no interruption or termination of the Participant’s service with
the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the
Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole
discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to
qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to
a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive
officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted
in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave
or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing,
a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be
provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable
to the Participant, or as otherwise required by law.


 


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


 


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


 


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


 


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


 


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


 


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


 


(n)
“Disability” means, with respect to a Participant, the inability of such Participant to engage in
any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to
result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months
as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such
medical evidence as the Board deems warranted under the circumstances. 


 


(o)
“Effective Date” means the effective date of this Plan, which is the earlier of (i) the date
that this Plan is first approved by the Company’s stockholders, and (ii) the date this Plan is adopted by the Board.


 



    18


     


    

 





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


 


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


 


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


 


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


 


(t) “Fair Market Value” means, as of any date, the value of the Common Stock determined by the Board
in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422
of the Code.


 


(u)
“Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended
to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.


 


(v)
“Nonstatutory Stock Option” means an option granted pursuant to Section 5 of the Plan that does
not qualify as an Incentive Stock Option.


 


(w)
“Officer” means any person designated by the Company as an officer. 


 


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


 


(y)
“Option Agreement” means a written agreement between the Company and an Optionholder evidencing
the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


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


 


(aa)
“Other Stock Award” means an award based in whole or in part by reference to the Common Stock which
is granted pursuant to the terms and conditions of Section 6(c).


 


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


 



    19


     


    

 





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


 


(dd) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Stock Award.


 


(ee)
“Plan” means this 2020 Equity Incentive Plan.


 


(ff)
“Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(a).


 


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


 


(hh) “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and
conditions of Section 6(b).


 


(ii)
“Restricted Stock Unit Award Agreement” means a written agreement between the Company and a holder
of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock
Unit Award Agreement will be subject to the terms and conditions of the Plan. 


 


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


 


(kk)
“Rule 701” means Rule 701 promulgated under the Securities Act. 


 


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


 


(mm) “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on Common
Stock that is granted pursuant to the terms and conditions of Section 5.


 


(nn) “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder
of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation
Right Agreement will be subject to the terms and conditions of the Plan.


 


(oo)
“Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive
Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right
or any Other Stock Award.


 


(pp) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing
the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the
Plan.


 



    20


     


    

 





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


 


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


 






    21


     


    



PSU
FORM


 


AgileThought,
Inc.

Restricted Stock Unit Grant Notice

(2020
Equity Incentive Plan)


 


AgileThought,
Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”),
hereby awards to Participant (as of the date indicated below) a Restricted Stock Unit Award for the number of shares of the Company’s
Common Stock (“RSUs”) set forth below (the “Award”). The Award is subject to all
of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement, both of which are attached hereto
and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan
or the Restricted Stock Unit Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan
will control.


 





	 	Participant:	 	 
	 	Date
    of Grant:	 	 
	 	Vesting
    Commencement Date:	 	 
	 	Target
    Number of RSUs:	 	 
	 	Maximum
    Number of RSUs:	 	 


 


 





	Expiration
    Date:	The earliest
    to occur of (a) the date of cessation of Participant’s Continuous Service for any reason and (b) the tenth anniversary
    of the Date of Grant.
	 	 
	Vesting:	Two vesting
    requirements must be satisfied on or before the applicable Expiration Date specified above in order for an RSU to vest — the
    “Liquidity Event Requirement” and the “Time-Based Requirement” as described below.
    An RSU will not vest until the first date upon which both the Time-Based Requirement and the Liquidity Event Requirement are
    satisfied with respect to that particular RSU. All RSUs that do not vest on or before the Expiration Date will be immediately
    forfeited to the Company without consideration on such date.
	 	 
	 	The actual
    number of RSUs subject to the Award that vest will be determined as specified in Attachment I to this Restricted Stock Unit Grant
    Notice (the “Vesting Criteria”).The Target Number of RSUs represents the number of RSUs that
    would vest if the Company achieves exactly 100% of the Company’s Liquidity Event Valuation, as specified in the Vesting Criteria.
    In no event will more than the Maximum Number of RSUs vest.
	 	 
	Liquidity Event Requirement:	The Liquidity
    Event Requirement will be satisfied as to any then-outstanding RSUs on the first to occur of the following two events, provided Participant
    is in Continuous Service immediately prior to such event:
	 	 
		(1)	a Change in
    Control; or
	 	 
		(2)	the first business day
    following the expiration of the Lock-Up Period described in Section 7 of the Restricted Stock Unit Agreement.


 






     


     


    

 





	Time-Based Requirement:	The Time-Based Requirement
    will be satisfied as follows: one-third (1/3) of the RSU will vest on each of the first three (3) anniversaries of the Vesting Commencement
    Date, subject, in each case, to the Participant’s Continuous Service through each such vesting date. For the avoidance
    of doubt, once a Participant’s Continuous Service ends, all unvested RSUs shall terminate.
	 	 
	Settlement:	If an RSU vests as provided
    for above, the Company will deliver one share of Common Stock for each RSU that vests. The shares will be issued in accordance with
    the issuance schedule set forth in Section 5 of the Restricted Stock Unit Agreement.


 


Additional
Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice,
the Restricted Stock Unit Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock
Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan set forth the entire understanding between Participant and the Company
regarding this Award and supersede all prior oral and written agreements, offer letters, promises and/or representations on that subject
with the exception of (i) that certain Shareholders Agreement dated as of February 15, 2019, as amended from time to time, by and among
the Company and the stockholders that are party thereto (the “Shareholders Agreement’), (ii) any compensation
recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment agreement,
offer letter or other written agreement entered into between the Company and the Participant that would provide for vesting acceleration
of this award upon the terms and conditions set forth therein (provided that if there is any conflict in the vesting and/or acceleration
terms, those contained in this Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement shall control).


 


By
accepting the Award, Participant acknowledges having received and read the Restricted Stock Unit Grant Notice, the Restricted Stock Unit
Agreement and the Plan (the “Grant Documents”) and agrees to all of the terms and conditions set forth in these
documents. Furthermore, by accepting the Award, Participant consents to receive such Grant Documents by electronic delivery and to participate
in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company.


 


 





	
    AgileThought,
Inc.
	 	
    Participant:

	 	 	 
	By:	 	 	 
	 	Signature	 	 	Signature
	 	 	 
	Name & Title:	 	 	Date:	 
	Date:	 	 	 


 


Attachments:
Vesting Criteria, Restricted Stock Unit Agreement, 2020 Equity Incentive Plan


 






     


     


    

 


Attachment
I


 


Vesting
Criteria


 


The
number of RSUs that may vest will be determined in accordance with the following criteria. Capitalized terms used herein but not defined
will have the meanings set forth in the Restricted Stock Unit Grant Notice to which this is attached or the Plan, as applicable.


 


Liquidity
Event Valuation


 


The
number of RSUs that vest will be determined by reference to the equity value (net of debt) of the Company as determined by the Board,
in its sole discretion, in connection with the event that satisfies the Liquidity Event Requirement described in the Restricted Stock
Unit Grant Notice – that is, the equity value (net of debt) of the Company in the relevant Change in Control or in the underwritten
public offering for which the Lock-Up Period applies (such value, the “Liquidity Event Valuation”).


 


Vesting
Levels


 


The
following table sets forth the percentage of the Target Number of RSUs (as set forth in the Restricted Stock Unit Grant Notice) that
will be eligible to vest based on various levels of the Liquidity Event Valuation:


 


	Liquidity
    Event Valuation	%
    of Target Number of RSUs Eligible to Vest
	<
    $500,000,000	0%
	$500,000,000	71.4%
	$600,000,000	85%
	$700,000,000	100%
	$800,000,000	114.3%
	$900,000,000	128.6%
	$1,000,000,000	142.9%
	$1,100,000,000	157%


 


In
the event that the Liquidity Event Valuation achieved falls between two levels, the percentage of the Target Number of RSUs (as set forth
in the Restricted Stock Unit Grant Notice) that vest will be determined by straight line interpolation and shall, in all cases, be rounded
down to the nearest whole RSU.


 


The
RSUs will not vest unless and until the Board makes such determination and only if Participant remains in Continuous Service, as provided
in the Restricted Stock Unit Grant Notice.


 






    1


     


    

 


Attachment
II


 


AgileThought,
Inc.


 


Restricted
Stock Unit Agreement


(2020
Equity Incentive Plan)


 


Pursuant
to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the
“Agreement”) and in consideration of your services, AgileThought, Inc. (the “Company”)
has awarded you a Restricted Stock Unit Award (the “Award”) under its 2020 Equity Incentive Plan (the “Plan”).
The Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. Capitalized terms not explicitly
defined in this Agreement will have the same meanings given to them in the Plan and Grant Notice. In the event of any conflict between
the terms in this Agreement and the Plan, the terms of the Plan will control. The details of the Award, in addition to those set forth
in the Grant Notice and the Plan, are as follows.


 


1.
Grant of the Award. The Award represents the right to be issued on a future date the
number of shares of the Company’s Common Stock that shall not exceed the Maximum Number of RSUs indicated in the Grant Notice upon
the satisfaction of the terms set forth in this Agreement. Except as otherwise provided herein, you will not be required to make any
payment to the Company (other than future services to the Company) with respect to your receipt of the Award, the vesting of the RSUs
or the delivery of the Common Stock to be issued in respect of the RSUs. Notwithstanding the foregoing, the Company reserves the right
to issue you the cash equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock upon vesting of your
RSUs, and, to the extent applicable, references in this Agreement and the Grant Notice to Common Stock issuable in connection with your
RSUs will include the potential issuance of its cash equivalent pursuant to such right.


 


2.
Vesting. Subject to the limitations contained herein, the Award will vest, if at all,
in accordance with the vesting schedule provided in the Grant Notice and in Attachment I. Upon cessation of your Continuous Service,
any RSUs that are not vested by reason of either the Time-Based Requirement and the Liquidity Event Requirement on the date of cessation
of your Continuous Service will be forfeited at no cost to the Company and you will have no further right, title or interest in or to
such RSUs or the shares of Common Stock to be issued in respect of such RSUs.


 


3.
Number of RSUs and Shares of Common Stock.


 


(a)
The number of RSUs subject to the Award will be adjusted for Capitalization Adjustments.


 


(b)
Any additional RSUs, shares, cash or other property that become subject to the Award pursuant to this Section 3 if any, will be subject,
in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery
as applicable to the other RSUs covered by the Award.


 






    1


     


    

 


(c)
Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock will be created
pursuant to this Section 3. The Board will, in its discretion, determine an equivalent benefit for any fractional shares or fractional
shares that might be created by the adjustments referred to in this Section 3.


 


4.
Securities Law and Other Compliance. In no event may you be issued any shares of Common
Stock in respect of the RSUs unless the shares of Common Stock are then registered under the Securities Act or, if not registered, the
Company has determined that such issuance of the shares would be exempt from the registration requirements of the Securities Act. The
Award also must comply with all other applicable laws and regulations governing the Award, and you may not receive such shares if the
Company determines that such receipt would not be in material compliance with such laws and regulations.


 


5.
Date of Issuance.


 


(a)
Subject to the satisfaction of the Withholding Obligation set forth in Section 13 of this Agreement, in the event one or more RSUs
vest, the Company shall issue to you one (1) share of Common Stock for each RSU that vests on the applicable vesting date(s) (subject
to any adjustment under Section 3 above). Each issuance date determined by this paragraph is referred to as an “Original
Issuance Date”.


 


(b)
If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business
day. In addition, to the extent applicable at a vesting date when shares of Common Stock are registered under the Securities Act, if:


 


(i)
the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the
Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are
otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under
a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into
in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and


 


(ii)
either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy
the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you
under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section
13 of this Agreement (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding
Obligation in cash,


 


then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date
and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common
Stock in the open public market, but in no event later than (a) December 31 of the calendar year in which the Original Issuance Date
occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or (b) if and only if permitted
in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third
calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to
a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d) (such applicable date under
(a) or (b), the “Issuance Deadline”).


 






    2


     


    

 


(c) The
form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company. If
the Company elects to issue you cash in part or in full satisfaction of the shares of Common Stock issuable upon vesting of your
RSUs, then the foregoing provisions of this Section will not apply and such cash will be paid to you in a lump sum at any time on
after the vesting date of your RSUs, but in no event later than the Issuance Deadline.


 


6.
Dividends. You will receive no benefit or adjustment to your RSUs with respect to any
cash dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization Adjustment; provided,
however that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with your
Award after such shares have been delivered to you.


 


7.
Lock-Up Period. By accepting your Award, you agree that you will not sell, dispose
of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale, with respect to any shares of Common Stock or other securities of the Company, for a period of one hundred
eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer
period as the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2241 or NYSE Member Rule 471 or any
successor or similar rule or regulation) (the “Lock-Up Period”). You further agree to execute and deliver such
other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are
necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end of such period. The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 7 and will have the right, power and authority to enforce the provisions
of this Section 7 as though they were a party to this Agreement.


 


8.
Transfer Restrictions. Prior to the time that shares of Common Stock have been delivered
to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except
as expressly provided in this Section 8. For example, you may not use shares that may be issued in respect of your RSUs as security for
a loan. The restrictions on transfer of the RSUs set forth herein will lapse upon delivery to you of shares in respect of your vested
RSUs.


 


(a)
Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will
cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other
consideration that vested but was not issued before your death.


 






    3


     


    

 


(b)
Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your Award, pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged
to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order or marital
settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.


 


9.
Right of First Refusal.  Shares of Common Stock that have been issued to you under
the Award and are held by you are subject to any right of first refusal that may be described in the Company’s bylaws or charter
in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal
described in the Company’s bylaws or charter at such time, the right of first refusal described below will apply. The Company’s
right of first refusal will expire on the first date upon which any security of the Company is listed (or approved for listing) upon
notice of issuance on a national securities exchange or quotation system (the “Listing Date”).


 


(a)
Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock that have been issued to you
under the Award, or any interest in such shares, unless such Transfer is made in compliance with the following provisions:


 


(i)
Before there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common
Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to
the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed
transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer, gift, donation
or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions of the proposed Transfer.
The date such notice is mailed will be hereinafter referred to as the “Notice Date” and the record holder of
the Offered Shares will be hereinafter referred to as the “Offeror.” If, from time to time, there is any stock
dividend, stock split or other change in the character or amount of any of the outstanding Common Stock which is subject to the provisions
of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership
of the shares of Common Stock acquired under your Award will be immediately subject to the Company’s Right of First Refusal (as
defined below) with the same force and effect as the shares subject to the Right of First Refusal immediately before such event.


 


(ii)
For a period of thirty (30) calendar days after the Notice Date, or such longer period as may be required to avoid the classification
of your Award as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all)
of the Offered Shares at the purchase price and on the terms set forth in Section 9(a)(iii) (the Company’s “Right of
First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the purchase
price will be deemed to be the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The
Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right
of First Refusal to the Offeror prior to the end of said thirty (30) days (including any extension required to avoid classification of
the Award as a liability for financial accounting purposes).


 






    4


     


    

 


(iii)
The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the
cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 9(a)(i)), or
the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent consideration other than cash
is offered by the proposed transferee, the Company will not be required to pay any additional amounts to the Offeror other than the cash
price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be
accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company will acquire full right, title
and interest to all of the Offered Shares.


 


(iv)
If, and only if, the option given pursuant to Section 9(a)(ii) is not exercised, the Transfer proposed in the notice given pursuant
to Section 9(a)(i) may take place.


 


(b)
As used in this Section 9, the term “Transfer” means any sale, encumbrance, pledge, gift or other form
of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that the term
Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family (as defined below). In
such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject to the provisions
of this Section, and there will be no further transfer of such shares except in accordance with the terms of this Section. As used herein,
the term “Immediate Family” will mean your spouse, the lineal descendant or antecedent, father, mother, brother
or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse, or the spouse of any child, adopted child, grandchild
or adopted grandchild of you or your spouse.


 


(c)
 None of the shares of Common Stock that have been issued to you under the Award will be transferred on the
Company’s books nor will the Company recognize any such Transfer of any such shares or any interest therein unless and until
all applicable provisions of this Section 9 have been complied with in all respects. The certificates of stock evidencing shares of
Common Stock that have been issued to you under the Award will bear an appropriate legend referring to the transfer restrictions
imposed by this Section 9.


 


(d)
To ensure that the shares subject to the Company’s Right of First Refusal will be available for repurchase by the Company,
the Company may require you to deposit the certificates evidencing the shares that have been issued to you under the Award with an escrow
agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not
require such deposit, the Company reserves the right at any time to require you to so deposit the certificates in escrow. As soon as
practicable after the expiration of the Company’s Right of First Refusal, the agent will deliver to you the shares and any other
property no longer subject to such restriction. In the event the shares and any other property held in escrow are subject to the Company’s
exercise of its Right of First Refusal, the notices required to be given to you will be given to the escrow agent, and any payment required
to be given to you will be given to the escrow agent. Within thirty (30) days after payment by the Company for the Offered Shares, the
escrow agent will deliver the Offered Shares that the Company has repurchased to the Company and will deliver the payment received from
the Company to you.


 






    5


     


    

 


10.
Right of Repurchase. To the extent provided in the Company’s bylaws or charter
in effect at such time the Company elects to exercise its right, the Company will have the right to repurchase all or any part of the
shares of Common Stock you acquire pursuant to the Award.


 


11.
Restrictive Legends. All certificates representing the Common Stock issued under this
Agreement will be endorsed with such legends as the Company determines are necessary or desirable, including the following legends, in
substantially the following forms (in addition to any other legend that may be required by other agreements between you and the Company):


 


(a)
“The shares represented by this Certificate are subject to restrictions and conditions
set forth in a Restricted Stock UNIT Agreement between the Company and the Registered Holder, or such holder’s predecessor in interest,
a copy of which is on file at the Company’s principal corporate offices. Any transfer or attempted transfer of any shares IN VIOLATION
OF SUCH RESTRICTIONS is void without the prior express written consent of the Company.”


 


(b)
“The shares represented by this Certificate have not been registered under the Securities
Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration
statement as to the Securities under said act or an opinion of counsel satisfactory to the Company that such registration is not required.”


 


(c)
Any legend required by appropriate blue sky officials.


 


12.
Award not an Employment or Service Contract.


 


(a)
Your status as a service provider with the Company or any Affiliate is not for any specified term and may be terminated by you or
by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement
(including, but not limited to, the vesting of the Award pursuant to Section 2 and the schedule set forth in the Grant Notice or the
issuance of the shares in respect of the Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in
this Agreement or the Plan will: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or
an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions,
future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit
under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or
(iv) deprive the Company or an Affiliate of the right to terminate you at will and without regard to any future vesting opportunity that
you may have.


 






    6


     


    

 


(b)
By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to Section 2 and the
schedule set forth in the Grant Notice may not be earned unless (in addition to the additional conditions described in the Grant Notice
and this Agreement) you continue as an employee, director or consultant at the will of the Company or an Affiliate (not through the act
of being hired, being granted this Award or any other award or benefit) and that the Company has the right to reorganize, sell, spin-out
or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “reorganization”).
You further acknowledge and agree that such reorganization could result in the termination of your Continuous Service, or the termination
of Affiliate status of your employer and the loss of benefits available to you under this Agreement, including but not limited to, the
termination of the right to continue vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions
contemplated hereunder and the vesting schedule set forth in the Grant Notice or any covenant of good faith and fair dealing that may
be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant
with the Company or an Affiliate for the term of this Agreement, for any period, or at all, and will not interfere in any way with your
right or the right of the Company or an Affiliate to terminate your status as a service provider at any time, with or without cause and
with or without notice.


 


13.
Withholding Obligation.


 


(a)
On each vesting date, and on or before the time you receive a distribution of the shares of Common Stock in respect of your RSUs,
and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required
withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision, including in cash, for any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection
with your Award (the “Withholding Obligation”).


 


(b)
By accepting this Award, you acknowledge and agree that the Company or any Affiliate may, in its sole discretion, satisfy all or
any portion of the Withholding Obligation relating to your RSUs by any of the following means or by a combination of such means: (i)
causing you to pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you
by the Company; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection
with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued pursuant to Section 5) equal to the
amount of such Withholding Obligation; provided, however, that the number of such shares of Common Stock so withheld will not exceed
the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and
foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that
to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share
withholding procedure will be subject to the express prior approval of the Board or the Company’s Compensation Committee; and/or
(iv) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is
a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), pursuant to this authorization
and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your RSUs
to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the
Withholding Obligation directly to the Company and/or its Affiliates. Unless the Withholding Obligation is satisfied, the Company shall
have no obligation to deliver to you any Common Stock or any other consideration pursuant to this Award.


 






    7


     


    

 


(c)
In the event the Withholding Obligation arises prior to the delivery to you of Common Stock or it is determined after the delivery
of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to
indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 


14.
Tax Consequences. The Company has no duty or obligation to minimize the tax consequences
to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You
acknowledge that the Company is not making representations or undertakings regarding the treatment of your Award in connection with any
aspect of your Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of shares of
Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalent payments. You are hereby
advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing
the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and
not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated
by this Agreement.


 


15.
Investment Representations. In connection with your acquisition of the Common Stock
under your Award, you represent to the Company the following:


 


(a)
You are aware of the Company’s business affairs and financial condition and have acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the Common Stock. You are acquiring the Common Stock for investment
for your own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act.


 


(b)
You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of your investment intent as expressed in this Agreement.


 


(c)
You further acknowledge and understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered
under the Securities Act or an exemption from such registration is available. You further acknowledge and understand that the Company
is under no obligation to register the Common Stock. You understand that the certificate evidencing the Common Stock will be imprinted
with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered for resale under a registration statement
filed under the Securities Act or such registration is not required in the opinion of counsel for the Company.


 






    8


     


    

 


(d)
You are familiar with the provisions of Rules 144 and 701 under the Securities Act, as in effect from time to time, which, in
substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof
(or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides
that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration
under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the securities exempt under Rule 701 may be sold by you 90 days thereafter, subject to the satisfaction of certain of the conditions
specified by Rule 144 and the Lock-Up Period agreement described in Section 7.


 


(e)
In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of issuance, then the Common Stock
may be resold by you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i)
the availability of certain public information about the Company; and (ii) the resale occurring following the required holding period
under Rule 144 after you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold.


 


(f)
You further understand that at the time you wish to sell the Common Stock there may be no public market upon which to make such a
sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements
of Rule 144 or 701, and that, in such event, you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum
holding period requirement had been satisfied.


 


16.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying
shares of Common Stock. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the taxes
arising in connection with the Award and by accepting the Award, you have agreed that you have done so or knowingly and voluntarily declined
to do so.


 


17.
Notices. Any notices provided for in the Grant Notice, this Agreement or the Plan will
be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered
by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan
and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award,
you hereby consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the Company.


 






    9


     


    

 


18.
Governing Plan Document. The Award is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of the Award, and is further subject to all interpretations, amendments, rules and regulations,
which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided herein, if there is any conflict
between the provisions of the Award and those of the Plan, the provisions of the Plan will control. Your Award (and any compensation
paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer
Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery
policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to
a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination”
or similar term under any plan of or agreement with the Company.


 


19.
Other Documents. To the extent the Common Stock is publicly traded, you hereby acknowledge
receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities
Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals
to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to
time, to the extent applicable.


 


20.
Effect on Other Employee Benefit Plans. The value of the Award will not be included
as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored
by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend,
modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 


21.
Choice of Law. The interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the State of Delaware without regard to that state’s conflicts of laws rules.


 


22.
Severability. If all or any part of this Agreement or the Plan is declared by any court
or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement
or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful
or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the
fullest extent possible while remaining lawful and valid.


 


23.
Unsecured Obligation. The Award is unfunded, and to the extent you are a holder of
a vested Award, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to
issue shares pursuant to this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to
the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 5 of this Agreement. Upon
such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and
no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between
you and the Company or any other person.


 






    10


     


    

 


24.
Miscellaneous.


 


(a)
As a condition to the grant of your Award or to the Company’s issuance of any shares of Common Stock under this Agreement,
the Company may require you to execute certain customary agreements entered into with the holders of capital stock of the Company, including
without limitation a right of first refusal and co-sale agreement and a stockholders agreement. Notwithstanding anything in this Agreement
to the contrary, you acknowledge and agree that the Award is subject to the terms and conditions of the Shareholders Agreement.


 


(b)
The rights and obligations of the Company under the Award will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights
and obligations under the Award may only be assigned with the prior written consent of the Company.


 


(c)
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of the Award.


 


(d)
You acknowledge and agree that you have reviewed the documents provided to you in relation to the Award in their entirety, have had
an opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understand all provisions of such
documents.


 


(e)
This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 


(f)
All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.


 


25.
Amendment. This Agreement may not be modified, amended or terminated except by an instrument
in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be
amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment
is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment adversely affecting your
rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by
written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the
grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided
that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as
provided herein.


 






    11


     


    

 


26.
Compliance with Section 409A of the Code. This Award is intended to be exempt
from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral”
rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such manner and any ambiguities
herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements
of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A
of the Code, this Award shall comply with Section 409A of the Code to the extent necessary to avoid adverse personal tax consequences
and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything in this Agreement to the contrary, if this Award
is subject to Section 409A of the Code and any shares otherwise are issuable under this Award in connection with your termination of
employment with the Company, then such shares will not be issuable unless such termination constitutes a “separation from service”
(as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) (“Separation
from Service”). Notwithstanding anything in this Agreement to the contrary, if it is determined that the Award is deferred
compensation subject to Section 409A of the Code and you are a “Specified Employee” (within the meaning set forth in Section
409A(a)(2)(B)(i) of the Code) as of the date of your Separation from Service, then the issuance of any shares that would otherwise be
made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled
date(s) and will instead be issued in a lump sum on the earlier of (i) the date that is six (6) months and one day after the date of
the Separation from Service and (ii) the date of your death, with the balance of the shares issued thereafter in accordance with the
original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid
the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests
is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding
any contrary provision of the Plan, the Grant Notice, or of this Agreement, under no circumstances will the Company reimburse you for
any taxes or other costs under Section 409A of the Code or any other tax law or rule. All such taxes and costs are solely your responsibility.


 


 


*          *          *


 






    12


     


    

 


Attachment
III


 


2020
Equity Incentive Plan


 






     


     


    

RSU FORM


 


AgileThought,
Inc.

Restricted Stock Unit Grant Notice

(2020
Equity Incentive Plan)


 


AgileThought,
Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”),
hereby awards to Participant (as of the date indicated below) a Restricted Stock Unit Award for the number of shares of the Company’s
Common Stock (“RSUs”) set forth below (the “Award”). The Award is subject to all
of the terms and conditions as set forth herein and in the Plan and the Restricted Stock Unit Agreement, both of which are attached hereto
and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan
or the Restricted Stock Unit Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan
will control.


 


	 	Participant:	 	 
	 	Date
of Grant:	 	 
	 	Vesting
Commencement Date:	 	 
	 	Number
of RSUs:	 	 



 


 


	Expiration Date:	The earliest to occur of (a) the date of cessation of
Participant’s Continuous Service for any reason and (b) the tenth anniversary of the Date of Grant.



 


	Vesting:	Two
                                            vesting requirements must be satisfied on or before the applicable Expiration Date specified
                                            above in order for an RSU to vest — the “Liquidity Event Requirement”
                                            and the “Time-Based Requirement” as described below. An RSU will
                                            not vest until the first date upon which both the Time-Based Requirement and the Liquidity
                                            Event Requirement are satisfied with respect to that particular RSU. All RSUs that do not
                                            vest on or before the Expiration Date will be immediately forfeited to the Company without
                                            consideration on such date.



 


	Liquidity Event Requirement:	The
                                            Liquidity Event Requirement will be satisfied as to any then-outstanding RSUs on the first
                                            to occur of the following two events, provided Participant is in Continuous Service immediately
                                            prior to such event:



 


		(1)	a
Change in Control; or



 


		(2)	the
first business day following the expiration of the Lock-Up Period described in Section 7 of the Restricted Stock Unit Agreement.



 






     


     


    

 


	Time-Based
                                                   Requirement:	The
                                            Time-Based Requirement will be satisfied as follows: one-third (1/3) of the RSU will vest
                                            on each of the first three (3) anniversaries of the Vesting Commencement Date, subject, in
                                            each case, to the Participant’s Continuous Service through each such vesting date.
                                            For the avoidance of doubt, once a Participant’s Continuous Service ends, all unvested
                                            RSUs shall terminate.



 


	Settlement:	If
                                            an RSU vests as provided for above, the Company will deliver one share of Common Stock for
                                            each RSU that vests. The shares will be issued in accordance with the issuance schedule set
                                            forth in Section 5 of the Restricted Stock Unit Agreement.



 


Additional
Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice,
the Restricted Stock Unit Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock
Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan set forth the entire understanding between Participant and the Company
regarding this Award and supersede all prior oral and written agreements, offer letters, promises and/or representations on that subject
with the exception of (i) that certain Shareholders Agreement dated as of February 15, 2019, as amended from time to time, by and among
the Company and the stockholders that are party thereto (the “Shareholders Agreement’), (ii) any compensation
recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment agreement,
offer letter or other written agreement entered into between the Company and the Participant that would provide for vesting acceleration
of this award upon the terms and conditions set forth therein (provided that if there is any conflict in the vesting and/or acceleration
terms, those contained in this Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement shall control).


 


By
accepting the Award, Participant acknowledges having received and read the Restricted Stock Unit Grant Notice, the Restricted Stock Unit
Agreement and the Plan (the “Grant Documents”) and agrees to all of the terms and conditions set forth in these
documents. Furthermore, by accepting the Award, Participant consents to receive such Grant Documents by electronic delivery and to participate
in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company.


 


 





	
    AgileThought,
Inc.
	 	
    Participant:

	 	 	 
	By:	 	 	 
	 	Signature	 	 	Signature
	 	 	 
	Name & Title:	 	 	Date:	 
	Date:	 	 	 


 


		Attachments:
	Restricted Stock Unit Agreement, 2020 Equity Incentive Plan



 






     


     


    

 


Attachment
I


 


AgileThought,
Inc.


 


Restricted
Stock Unit Agreement


(2020
Equity Incentive Plan)


 


Pursuant
to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the
“Agreement”) and in consideration of your services, AgileThought, Inc. (the “Company”)
has awarded you a Restricted Stock Unit Award (the “Award”) under its 2020 Equity Incentive Plan (the “Plan”).
The Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this Award. Capitalized terms not explicitly
defined in this Agreement will have the same meanings given to them in the Plan and Grant Notice. In the event of any conflict between
the terms in this Agreement and the Plan, the terms of the Plan will control. The details of the Award, in addition to those set forth
in the Grant Notice and the Plan, are as follows.


 


1.
Grant of the Award. The Award represents the right to be issued on a future date the
number of shares of the Company’s Common Stock that is equal to the number of RSUs indicated in the Grant Notice upon the satisfaction
of the terms set forth in this Agreement. Except as otherwise provided herein, you will not be required to make any payment to the Company
(other than future services to the Company) with respect to your receipt of the Award, the vesting of the RSUs or the delivery of the
Common Stock to be issued in respect of the RSUs. Notwithstanding the foregoing, the Company reserves the right to issue you the cash
equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock upon vesting of your RSUs, and, to the extent
applicable, references in this Agreement and the Grant Notice to Common Stock issuable in connection with your RSUs will include the
potential issuance of its cash equivalent pursuant to such right.


 


2.
Vesting. Subject to the limitations contained herein, the Award will vest, if at all,
in accordance with the vesting schedule provided in the Grant Notice. Upon cessation of your Continuous Service, any RSUs that are not
vested by reason of either the Time-Based Requirement and the Liquidity Event Requirement on the date of cessation of your Continuous
Service will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such RSUs or the shares
of Common Stock to be issued in respect of such RSUs.


 


3.
Number of RSUs and Shares of Common Stock.


 


(a)
The number of RSUs subject to the Award will be adjusted for Capitalization Adjustments.


 


(b)
Any additional RSUs, shares, cash or other property that become subject to the Award pursuant to this Section 3 if any, will be subject,
in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery
as applicable to the other RSUs covered by the Award.


 






    1


     


    

 


(c)
Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock will be created
pursuant to this Section 3. The Board will, in its discretion, determine an equivalent benefit for any fractional shares or fractional
shares that might be created by the adjustments referred to in this Section 3.


 


4.
Securities Law and Other Compliance. In no event may you be issued any shares of Common
Stock in respect of the RSUs unless the shares of Common Stock are then registered under the Securities Act or, if not registered, the
Company has determined that such issuance of the shares would be exempt from the registration requirements of the Securities Act. The
Award also must comply with all other applicable laws and regulations governing the Award, and you may not receive such shares if the
Company determines that such receipt would not be in material compliance with such laws and regulations.


 


5.
Date of Issuance. 


 


(a)
Subject to the satisfaction of the Withholding Obligation set forth in Section 13 of this Agreement, in the event one or more RSUs
vest, the Company shall issue to you one (1) share of Common Stock for each RSU that vests on the applicable vesting date(s) (subject
to any adjustment under Section 3 above). Each issuance date determined by this paragraph is referred to as an “Original
Issuance Date”.


 


(b)
If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business
day. In addition, to the extent applicable at a vesting date when shares of Common Stock are registered under the Securities Act, if:


 


(i)
the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the
Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are
otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under
a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into
in compliance with the Company’s policies (a “10b5-1 Arrangement”)), and


 


(ii)
either (1) a Withholding Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy
the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you
under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section
13 of this Agreement (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding
Obligation in cash,


 


then
the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date
and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s
Common Stock in the open public market, but in no event later than (a) December 31 of the calendar year in which the Original
Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or (b) if and only
if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th
day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are
no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d)
(such applicable date under (a) or (b), the “Issuance Deadline”).


 






    2


     


    

 


(c)
The form of delivery (e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company.
If the Company elects to issue you cash in part or in full satisfaction of the shares of Common Stock issuable upon vesting of your RSUs,
then the foregoing provisions of this Section will not apply and such cash will be paid to you in a lump sum at any time on after the
vesting date of your RSUs, but in no event later than the Issuance Deadline.


 


6.
Dividends. You will receive no benefit or adjustment to your RSUs with respect to any
cash dividend, stock dividend or other distribution except as provided in the Plan with respect to a Capitalization Adjustment; provided,
however that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with your
Award after such shares have been delivered to you.


 


7.
Lock-Up Period. By accepting your Award, you agree that you will not sell, dispose
of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the
same economic effect as a sale, with respect to any shares of Common Stock or other securities of the Company, for a period of one hundred
eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer
period as the underwriters or the Company shall request to facilitate compliance with FINRA Rule 2241 or NYSE Member Rule 471 or any
successor or similar rule or regulation) (the “Lock-Up Period”). You further agree to execute and deliver such
other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are
necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end of such period. The underwriters of the Company’s
stock are intended third party beneficiaries of this Section 7 and will have the right, power and authority to enforce the provisions
of this Section 7 as though they were a party to this Agreement.


 


8.
Transfer Restrictions. Prior to the time that shares of Common Stock have been delivered
to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except
as expressly provided in this Section 8. For example, you may not use shares that may be issued in respect of your RSUs as security for
a loan. The restrictions on transfer of the RSUs set forth herein will lapse upon delivery to you of shares in respect of your vested
RSUs.


 


(a)
Death. Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will
cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other
consideration that vested but was not issued before your death.


 






    3


     


    

 


(b)
Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your Award, pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged
to discuss the proposed terms of any division of this Award with the Company prior to finalizing the domestic relations order or marital
settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.


 


9.
Right of First Refusal.  Shares of Common Stock that have been issued to you under
the Award and are held by you are subject to any right of first refusal that may be described in the Company’s bylaws or charter
in effect at such time the Company elects to exercise its right; provided, however, that if there is no right of first refusal
described in the Company’s bylaws or charter at such time, the right of first refusal described below will apply. The Company’s
right of first refusal will expire on the first date upon which any security of the Company is listed (or approved for listing) upon
notice of issuance on a national securities exchange or quotation system (the “Listing Date”).


 


(a)
Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock that have been issued to you
under the Award, or any interest in such shares, unless such Transfer is made in compliance with the following provisions:


 


(i)
Before there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common
Stock to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to
the Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the proposed
transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer, gift, donation
or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions of the proposed Transfer.
The date such notice is mailed will be hereinafter referred to as the “Notice Date” and the record holder of
the Offered Shares will be hereinafter referred to as the “Offeror.” If, from time to time, there is any stock
dividend, stock split or other change in the character or amount of any of the outstanding Common Stock which is subject to the provisions
of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership
of the shares of Common Stock acquired under your Award will be immediately subject to the Company’s Right of First Refusal (as
defined below) with the same force and effect as the shares subject to the Right of First Refusal immediately before such event.


 


(ii)
For a period of thirty (30) calendar days after the Notice Date, or such longer period as may be required to avoid the classification
of your Award as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all)
of the Offered Shares at the purchase price and on the terms set forth in Section 9(a)(iii) (the Company’s “Right of
First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the purchase
price will be deemed to be the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The
Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right
of First Refusal to the Offeror prior to the end of said thirty (30) days (including any extension required to avoid classification of
the Award as a liability for financial accounting purposes).


 






    4


     


    

 


(iii)
The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the
cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 9(a)(i)), or
the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent consideration other than cash
is offered by the proposed transferee, the Company will not be required to pay any additional amounts to the Offeror other than the cash
price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be
accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company will acquire full right, title
and interest to all of the Offered Shares.


 


(iv)
If, and only if, the option given pursuant to Section 9(a)(ii) is not exercised, the Transfer proposed in the notice given pursuant
to Section 9(a)(i) may take place.


 


(b)
As used in this Section 9, the term “Transfer” means any sale, encumbrance, pledge, gift or other form
of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that the term
Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family (as defined below). In
such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject to the provisions
of this Section, and there will be no further transfer of such shares except in accordance with the terms of this Section. As used herein,
the term “Immediate Family” will mean your spouse, the lineal descendant or antecedent, father, mother, brother
or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse, or the spouse of any child, adopted child, grandchild
or adopted grandchild of you or your spouse.


 


(c)
None of the shares of Common Stock that have been issued to you under the Award will be transferred on the Company’s books
nor will the Company recognize any such Transfer of any such shares or any interest therein unless and until all applicable provisions
of this Section 9 have been complied with in all respects. The certificates of stock evidencing shares of Common Stock that have been
issued to you under the Award will bear an appropriate legend referring to the transfer restrictions imposed by this Section 9.


 


(d)
To ensure that the shares subject to the Company’s Right of First Refusal will be available for repurchase by the Company,
the Company may require you to deposit the certificates evidencing the shares that have been issued to you under the Award with an escrow
agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not
require such deposit, the Company reserves the right at any time to require you to so deposit the certificates in escrow. As soon as
practicable after the expiration of the Company’s Right of First Refusal, the agent will deliver to you the shares and any other
property no longer subject to such restriction. In the event the shares and any other property held in escrow are subject to the Company’s
exercise of its Right of First Refusal, the notices required to be given to you will be given to the escrow agent, and any payment required
to be given to you will be given to the escrow agent. Within thirty (30) days after payment by the Company for the Offered Shares, the
escrow agent will deliver the Offered Shares that the Company has repurchased to the Company and will deliver the payment received from
the Company to you.


 






    5


     


    

 


10.
Right of Repurchase. To the extent provided in the Company’s bylaws or charter
in effect at such time the Company elects to exercise its right, the Company will have the right to repurchase all or any part of the
shares of Common Stock you acquire pursuant to the Award.


 


11.
Restrictive Legends. All certificates representing the Common Stock issued under this
Agreement will be endorsed with such legends as the Company determines are necessary or desirable, including the following legends, in
substantially the following forms (in addition to any other legend that may be required by other agreements between you and the Company):


 


(a)
“The shares represented by this Certificate are subject to restrictions and conditions
set forth in a Restricted Stock UNIT Agreement between the Company and the Registered Holder, or such holder’s predecessor in interest,
a copy of which is on file at the Company’s principal corporate offices. Any transfer or attempted transfer of any shares IN VIOLATION
OF SUCH RESTRICTIONS is void without the prior express written consent of the Company.” 


 


(b)
“The shares represented by this Certificate have not been registered under the Securities
Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of an effective registration
statement as to the Securities under said act or an opinion of counsel satisfactory to the Company that such registration is not required.”


 


(c)
Any legend required by appropriate blue sky officials.


 


12. Award not an Employment or Service Contract.


 


(a)
Your status as a service provider with the Company or any Affiliate is not for any specified term and may be terminated by you or
by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement
(including, but not limited to, the vesting of the Award pursuant to Section 2 and the schedule set forth in the Grant Notice or the
issuance of the shares in respect of the Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in
this Agreement or the Plan will: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or
an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions,
future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit
under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or
(iv) deprive the Company or an Affiliate of the right to terminate you at will and without regard to any future vesting opportunity that
you may have.


 






    6


     


    

 


(b) By
accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to Section 2 and the
schedule set forth in the Grant Notice may not be earned unless (in addition to the additional conditions described in the Grant
Notice and this Agreement) you continue as an employee, director or consultant at the will of the Company or an Affiliate (not
through the act of being hired, being granted this Award or any other award or benefit) and that the Company has the right to
reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as
it deems appropriate (a “reorganization”). You further acknowledge and agree that such reorganization
could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of
benefits available to you under this Agreement, including but not limited to, the termination of the right to continue vesting in
the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder and the vesting
schedule set forth in the Grant Notice or any covenant of good faith and fair dealing that may be found implicit in any of them do
not constitute an express or implied promise of continued engagement as an employee or consultant with the Company or an Affiliate
for the term of this Agreement, for any period, or at all, and will not interfere in any way with your right or the right of the
Company or an Affiliate to terminate your status as a service provider at any time, with or without cause and with or without
notice.


 


13.
Withholding Obligation.


 


(a)
On each vesting date, and on or before the time you receive a distribution of the shares of Common Stock in respect of your RSUs,
and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required
withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision, including in cash, for any sums
required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection
with your Award (the “Withholding Obligation”).


 


(b)
By accepting this Award, you acknowledge and agree that the Company or any Affiliate may, in its sole discretion, satisfy all or
any portion of the Withholding Obligation relating to your RSUs by any of the following means or by a combination of such means: (i)
causing you to pay any portion of the Withholding Obligation in cash; (ii) withholding from any compensation otherwise payable to you
by the Company; (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection
with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued pursuant to Section 5) equal to the
amount of such Withholding Obligation; provided, however, that the number of such shares of Common Stock so withheld will not exceed
the amount necessary to satisfy the Withholding Obligation using the maximum statutory withholding rates for federal, state, local and
foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided, further, that
to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share
withholding procedure will be subject to the express prior approval of the Board or the Company’s Compensation Committee; and/or
(iv) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is
a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), pursuant to this authorization
and without further consent, whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your RSUs
to satisfy the Withholding Obligation and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the
Withholding Obligation directly to the Company and/or its Affiliates. Unless the Withholding Obligation is satisfied, the Company shall
have no obligation to deliver to you any Common Stock or any other consideration pursuant to this Award.


 






    7


     


    

 


(c)
In the event the Withholding Obligation arises prior to the delivery to you of Common Stock or it is determined after the delivery
of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to
indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 


14.
Tax Consequences. The Company has no duty or obligation to minimize the tax consequences
to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You
acknowledge that the Company is not making representations or undertakings regarding the treatment of your Award in connection with any
aspect of your Award, including, but not limited to, the grant, vesting or settlement of the Award, the subsequent sale of shares of
Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalent payments. You are hereby
advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing
the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and
not the Company) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated
by this Agreement.


 


15.
Investment Representations. In connection with your acquisition of the Common Stock
under your Award, you represent to the Company the following:


 


(a)
You are aware of the Company’s business affairs and financial condition and have acquired sufficient information about the
Company to reach an informed and knowledgeable decision to acquire the Common Stock. You are acquiring the Common Stock for investment
for your own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the
meaning of the Securities Act.


 


(b)
You understand that the Common Stock has not been registered under the Securities Act by reason of a specific exemption therefrom,
which exemption depends upon, among other things, the bona fide nature of your investment intent as expressed in this Agreement.


 


(c)
You further acknowledge and understand that the Common Stock must be held indefinitely unless the Common Stock is subsequently registered
under the Securities Act or an exemption from such registration is available. You further acknowledge and understand that the Company
is under no obligation to register the Common Stock. You understand that the certificate evidencing the Common Stock will be imprinted
with a legend that prohibits the transfer of the Common Stock unless the Common Stock is registered for resale under a registration statement
filed under the Securities Act or such registration is not required in the opinion of counsel for the Company.


 






    8


     


    

 


(d)
You are familiar with the provisions of Rules 144 and 701 under the Securities Act, as in effect from time to time, which, in
substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof
(or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides
that if the issuer qualifies under Rule 701 at the time of issuance of the securities, such issuance will be exempt from registration
under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the securities exempt under Rule 701 may be sold by you 90 days thereafter, subject to the satisfaction of certain of the conditions
specified by Rule 144 and the Lock-Up Period agreement described in Section 7.


 


(e)
In the event that the sale of the Common Stock does not qualify under Rule 701 at the time of issuance, then the Common Stock
may be resold by you in certain limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i)
the availability of certain public information about the Company; and (ii) the resale occurring following the required holding period
under Rule 144 after you have purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold.


 


(f)
You further understand that at the time you wish to sell the Common Stock there may be no public market upon which to make such a
sale, and that, even if such a public market then exists, the Company may not be satisfying the current public current information requirements
of Rule 144 or 701, and that, in such event, you would be precluded from selling the Common Stock under Rule 144 or 701 even if the minimum
holding period requirement had been satisfied.


 


16.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial
advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying
shares of Common Stock. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the taxes
arising in connection with the Award and by accepting the Award, you have agreed that you have done so or knowingly and voluntarily declined
to do so.


 


17.
Notices. Any notices provided for in the Grant Notice, this Agreement or the Plan will
be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered
by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan
and this Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this Award,
you hereby consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the Company.


 






    9


     


    

 


18.
Governing Plan Document. The Award is subject to all the provisions of the Plan, the
provisions of which are hereby made a part of the Award, and is further subject to all interpretations, amendments, rules and regulations,
which may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided herein, if there is any conflict
between the provisions of the Award and those of the Plan, the provisions of the Plan will control. Your Award (and any compensation
paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer
Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery
policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to
a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination”
or similar term under any plan of or agreement with the Company.


 


19.
Other Documents. To the extent the Common Stock is publicly traded, you hereby acknowledge
receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities
Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals
to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to
time, to the extent applicable.


 


20.
Effect on Other Employee Benefit Plans. The value of the Award will not be included
as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored
by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend,
modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 


21.
Choice of Law. The interpretation, performance and enforcement of this Agreement shall
be governed by the laws of the State of Delaware without regard to that state’s conflicts of laws rules.


 


22.
Severability. If all or any part of this Agreement or the Plan is declared by any court
or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement
or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful
or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the
fullest extent possible while remaining lawful and valid.


 


23.
Unsecured Obligation. The Award is unfunded, and to the extent you are a holder of
a vested Award, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to
issue shares pursuant to this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to
the shares to be issued pursuant to this Agreement until such shares are issued to you pursuant to Section 5 of this Agreement. Upon
such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Agreement, and
no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between
you and the Company or any other person.


 






    10


     


    

 


24.
Miscellaneous.


 


(a)
As a condition to the grant of your Award or to the Company’s issuance of any shares of Common Stock under this Agreement,
the Company may require you to execute certain customary agreements entered into with the holders of capital stock of the Company, including
without limitation a right of first refusal and co-sale agreement and a stockholders agreement. Notwithstanding anything in this Agreement
to the contrary, you acknowledge and agree that the Award is subject to the terms and conditions of the Shareholders Agreement.


 


(b)
The rights and obligations of the Company under the Award will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights
and obligations under the Award may only be assigned with the prior written consent of the Company.


 


(c)
You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of the Award.


 


(d)
You acknowledge and agree that you have reviewed the documents provided to you in relation to the Award in their entirety, have had
an opportunity to obtain the advice of counsel prior to executing and accepting the Award, and fully understand all provisions of such
documents.


 


(e)
This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 


(f)
All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of
the business and/or assets of the Company.


 


25.
Amendment. This Agreement may not be modified, amended or terminated except by an instrument
in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be
amended solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment
is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment adversely affecting your
rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by
written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the
grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided
that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as
provided herein.


 






    11


     


    

 


26.
Compliance with Section 409A of the Code. This Award is intended to be exempt
from the application of Section 409A of the Code, including but not limited to by reason of complying with the “short-term deferral”
rule set forth in Treasury Regulation Section 1.409A-1(b)(4) and will be construed and administered in such manner and any ambiguities
herein shall be interpreted accordingly. Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements
of the short-term deferral rule and is otherwise not exempt from, and determined to be deferred compensation subject to Section 409A
of the Code, this Award shall comply with Section 409A of the Code to the extent necessary to avoid adverse personal tax consequences
and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything in this Agreement to the contrary, if this Award
is subject to Section 409A of the Code and any shares otherwise are issuable under this Award in connection with your termination of
employment with the Company, then such shares will not be issuable unless such termination constitutes a “separation from service”
(as such term is defined in Treasury Regulations Section 1.409A-1(h) without regard to any alternative definition thereunder) (“Separation
from Service”). Notwithstanding anything in this Agreement to the contrary, if it is determined that the Award is deferred
compensation subject to Section 409A of the Code and you are a “Specified Employee” (within the meaning set forth in Section
409A(a)(2)(B)(i) of the Code) as of the date of your Separation from Service, then the issuance of any shares that would otherwise be
made upon the date of your Separation from Service or within the first six (6) months thereafter will not be made on the originally scheduled
date(s) and will instead be issued in a lump sum on the earlier of (i) the date that is six (6) months and one day after the date of
the Separation from Service and (ii) the date of your death, with the balance of the shares issued thereafter in accordance with the
original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid
the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests
is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding
any contrary provision of the Plan, the Grant Notice, or of this Agreement, under no circumstances will the Company reimburse you for
any taxes or other costs under Section 409A of the Code or any other tax law or rule. All such taxes and costs are solely your responsibility.


 


	*	* 	*



 






    12


     


    

 


Attachment
II


 


2020
Equity Incentive Plan


 






     


     


    

 






AgileThought,
Inc. 


Stock
Option Grant Notice

(2020 Equity Incentive Plan)


 


AgileThought,
Inc.  (the “Company”), pursuant to its 2020 Equity Incentive Plan (as amended and/or restated as of the
Date of Grant set forth below, the “Plan”), has granted to Optionholder an option to purchase the number of
shares of the Common Stock set forth below (the “Option”). The Option is subject to all of the terms and conditions
as set forth in this Stock Option Grant Notice (the “Grant Notice”) and in the Plan, the Option Agreement,
and the Notice of Exercise, all of which are attached to this Grant Notice and incorporated into this Grant Notice in their entirety.
Capitalized terms not explicitly defined in this Grant Notice but defined in the Plan or the Option Agreement shall have the meanings
set forth in the Plan or the Option Agreement, as applicable. If the Company uses an electronic capitalization table system (such as
Carta or Shareworks) and the fields below are blank or the information is otherwise provided in a different format electronically, the
blank fields and other information (such as exercise schedule and type of grant) shall be deemed to come from the electronic capitalization
system and is considered part of this Grant Notice.


 


	 	Optionholder:	 
	 	Date
    of Grant:	 
	 	Vesting
    Commencement Date:	 
	 	Number
    of Shares Subject to Option:	 
	 	Exercise
    Price (Per Share)1:	 
	 	Total
    Exercise Price:	 
	 	Expiration
    Date:	 
	 	Exercise
    Schedule:	[Same
    as Vesting Schedule] [Early Exercise Permitted]
	 	Type
    of Grant2:	[Incentive
    Stock Option] [Nonstatutory Stock Option]


 


	Vesting Schedule:	[1/4th of the total shares will vest on the one-year anniversary of the Vesting Commencement Date, and 1/48th of the
total shares will vest each month thereafter on the same day of the month as the Vesting Commencement Date (or if there is no
corresponding day, on the last day of the month), subject to Optionholder’s Continuous Service as of each such
date.]






  


 


 






		1	The
exercise price may be paid by one or a combination of the methods permitted in the Option Agreement.



		2	If
                                            this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot
                                            be first exercisable for more than $100,000 in value (measured by exercise price)
                                            in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.



 






     


     


    

 


Optionholder
Acknowledgements: By Optionholder’s signature below or by electronic acceptance or authentication in a form authorized by the
Company, Optionholder understands and agrees that the Option is governed by this Stock Option Grant Notice, and the provisions of the
Plan and the Option Agreement and the Notice of Exercise, all of which are made a part of this document.


 


By
accepting this Option, Optionholder consents to receive this Grant Notice, the Option Agreement, the Plan, and any other Plan-related
documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by
the Company or another third party designated by the Company. Optionholder represents that he or she has read and is familiar with the
provisions of the Plan and the Option Agreement. Optionholder acknowledges and agrees that this Grant Notice and the Option Agreement
may not be modified, amended or revised except in writing signed by Optionholder and a duly authorized officer of the Company.


 


Optionholder
further acknowledges that in the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice
of Exercise and the terms of the Plan, the terms of the Plan shall control. Optionholder further acknowledges that the Option Agreement
sets forth the entire understanding between Optionholder and the Company regarding the acquisition of Common Stock and supersedes all
prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously
granted to Optionholder and any written employment agreement, offer letter, severance agreement, written severance plan or policy, or
other written agreement between the Company and Optionholder in each case that specifies the terms that should govern this Option.


 


Optionholder
further acknowledges that this Grant Notice has been prepared on behalf of the Company by Cooley LLP, counsel to the Company and that
Cooley LLP does not represent, and is not acting on behalf of, Optionholder in any capacity. Optionholder has been provided with an opportunity
to consult with Optionholder’s own counsel with respect to this Grant Notice.


 


This
Grant Notice may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission
method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


	AgileThought,
    Inc. 	 	Optionholder:

	 	 	 
	By:	 	 	By:	 
	 	(Signature)	 	 	(Signature)
	 	 	 	 	 
	Title:	 	 	Email:	 
	Date:	 	 	Date:	 


 


Attachments:
Option Agreement, 2020 Equity Incentive Plan and Notice of Exercise


 






     


     


    

 





Attachment I


 


AgileThought,
Inc. 



Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)


(2020
Equity Incentive Plan)

 


Pursuant
to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, AgileThought, Inc. (the
“Company”) has granted you an option under its 2020 Equity Incentive Plan (the “Plan”)
to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in
your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date
of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will
control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the
same definitions as in the Plan.


 


The
details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.
Vesting. Your option will vest as provided in your Grant Notice. Vesting will cease
upon the termination of your Continuous Service.


 


2.
Number of Shares and Exercise Price. The number of shares of Common Stock subject to
your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments.


 


3.
Exercise Restriction for Non-Exempt Employees. If you are an Employee eligible for
overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”),
and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six months of Continuous
Service measured from the Date of Grant, even if you have already been an employee for more than six months. Consistent with the provisions
of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six month anniversary in
the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted,
(iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s
benefit plans).


 


4.
Exercise prior to Vesting (“Early Exercise”). If permitted in your Grant Notice (i.e., the “Exercise Schedule”
indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both
(i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including
the unvested portion of your option; provided, however, that:


 


(a)
a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment
of unvested shares of Common Stock;


 






    1


     


    

 


(b)
any shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the
purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;


 


(c)
you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result
in the same vesting as if no early exercise had occurred; and


 


(d)
if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of
Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable
for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, your option(s)
or portions thereof that exceed such limit (according to the order in which they were granted) will be treated as Nonstatutory Stock
Options.


 


5.
Method of Payment. You must pay the full amount of the exercise price for the shares
you wish to exercise. The permitted methods of payment are as follows:


 


(a)
by cash, check, bank draft, electronic funds transfer or money order payable to the Company;


 


(b)
subject to Company and/or Board consent at the time of exercise and provided that at the time of exercise the Common Stock is publicly
traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”,
“same day sale”, or “sell to cover”;


 


(c)
subject to Company and/or Board consent at the time of exercise and provided that at the time of exercise the Common Stock is publicly
traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned
free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise.
“Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery
to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not exercise
your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting
the redemption of the Company’s stock;


 


(d)
subject to Company and/or Board consent at the time of exercise, and provided that the Option is a Nonstatutory Stock Option, by
a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise
of the Option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price plus,
to the extent permitted by the Company and/or Board at the time of exercise, the aggregate withholding obligations in respect of the
Option exercise; provided, further that you must pay any remaining balance of the aggregate exercise price not satisfied by the “net
exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be subject to the Option and
will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to
the “net exercise,” (B) shares are delivered to you as a result of such exercise, and (C) shares are withheld to satisfy
tax withholding obligations;


 






    2


     


    

 


(e)
subject to the consent of the Company and/or Board at the time of exercise, according to a deferred payment or similar arrangement
with you; provided, however, that interest will compound at least annually and will be charged at the minimum rate of interest
necessary to avoid (A) the imputation of interest income to the Company and compensation income to the Optionholder under any applicable
provisions of the Code, and (B) the classification of the Option as a liability for financial accounting purposes; or


 


(f) in
any other form of legal consideration that may be acceptable to the Board.


 


6.
Whole Shares. You may exercise your option only for whole shares of Common Stock.


 


7.
Securities Law Compliance. In no event may you exercise your option unless the shares
of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined
that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise
of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option
if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions
on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).


 


8.
Term. You may not exercise your option before the Date of Grant or after the expiration
of the option’s term. Except as set forth in your Grant Notice, the term of your option expires, subject to the provisions of Section
5(h) of the Plan, upon the earliest of the following:


 


(a)
immediately upon the termination of your Continuous Service for Cause;


 


(b)
three months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death (except
as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three month period your option
is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,”
your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three
months after the termination of your Continuous Service; provided further, that if (i) you are a Non-Exempt Employee, (ii) your
Continuous Service terminates within six months after the Date of Grant, and (iii) you have vested in a portion of your option at the
time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is
seven months after the Date of Grant, and (B) the date that is three months after the termination of your Continuous Service, and (y)
the Expiration Date;


 


(c)
12 months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d))
below;


 






    3


     


    

 


(d)
18 months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service
terminates for any reason other than Cause;


 


(e)
the Expiration Date indicated in your Grant Notice; or


 


(f) the
day before the 10th anniversary of the Date of Grant.


 


If
your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option,
the Code requires that at all times beginning on the Date of Grant and ending on the day three months before the date of your option’s
exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided
for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily
be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director
after your employment terminates or if you otherwise exercise your option more than three months after the date your employment with
the Company or an Affiliate terminates.


 


9.
Exercise.


 


(a)
You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary of
the Company, or to such other person as the Company may designate, during regular business hours. If required by the Company, your exercise
may be made contingent on your execution of any additional documents specified by the Company (including, without limitation, any voting
agreement or other agreement between the Company and some or all of its stockholders).


 


(b)
By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of
(i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject
at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.


 


(c)
If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within
two years after the Date of Grant or within one year after such shares of Common Stock are transferred upon exercise of your option.


 






    4


     


    

 


(d) By
exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of
Common Stock or other securities of the Company held by you, for a period of 180 days following the effective date of a registration
statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to
facilitate compliance with FINRA Rule 2241 or any successor or similar rules–or regulation(the “Lock-Up
Period”); provided, however, that nothing contained in this section will prevent the exercise of a repurchase
option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as
may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give
further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect
to your shares of Common Stock until the end of such period. You also agree that any transferee of any shares of Common Stock (or
other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company’s stock are
intended third party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions
hereof as though they were a party hereto.


 


10.
Transferability. Except as otherwise provided in this Section 10, your option is not
transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.


 


(a)
Certain Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to
a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while
the option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.


 


(b)
Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged
to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital
settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.
If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(c)
Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering
written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises,
designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other
consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate will
be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such
exercise.


 


11.
Right of First Refusal. Shares of Common Stock that you acquire upon exercise of your
option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company
elects to exercise its right; provided, however, that if there is no right of first refusal described in the Company’s bylaws
at such time, the right of first refusal described below will apply. The Company’s right of first refusal will expire on the first
date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange
or quotation system (the “Listing Date”).


 






    5


     


    

 


(a)
Prior to the Listing Date, you may not validly Transfer (as defined below) any shares of Common Stock acquired upon exercise of your
option, or any interest in such shares, unless such Transfer is made in compliance with the following provisions:


 


(i) Before
there can be a valid Transfer of any shares of Common Stock or any interest therein, the record holder of the shares of Common Stock
to be transferred (the “Offered Shares”) will give written notice (by registered or certified mail) to the
Company. Such notice will specify the identity of the proposed transferee, the cash price offered for the Offered Shares by the
proposed transferee (or, if the proposed Transfer is one in which the holder will not receive cash, such as an involuntary transfer,
gift, donation or pledge, the holder will state that no purchase price is being proposed), and the other terms and conditions of the
proposed Transfer. The date such notice is mailed will be hereinafter referred to as the “Notice Date” and
the record holder of the Offered Shares will be hereinafter referred to as the “Offeror.” If, from time to
time, there is any stock dividend, stock split or other change in the character or amount of any of the outstanding Common Stock
which is subject to the provisions of your option, then in such event any and all new, substituted or additional securities to which
you are entitled by reason of your ownership of the shares of Common Stock acquired upon exercise of your option will be immediately
subject to the Company’s Right of First Refusal (as defined below) with the same force and effect as the shares subject to the
Right of First Refusal immediately before such event.


 


(ii)
For a period of 30 calendar days after the Notice Date, or such longer period as may be required to avoid the classification of your
option as a liability for financial accounting purposes, the Company will have the option to purchase all (but not less than all) of
the Offered Shares at the purchase price and on the terms set forth in Section 11(a)(iii) (the Company’s “Right of
First Refusal”). In the event that the proposed Transfer is one involving no payment of a purchase price, the purchase
price will be deemed to be the Fair Market Value of the Offered Shares as determined in good faith by the Board in its discretion. The
Company may exercise its Right of First Refusal by mailing (by registered or certified mail) written notice of exercise of its Right
of First Refusal to the Offeror prior to the end of said 30 days (including any extension required to avoid classification of the option
as a liability for financial accounting purposes).


 


(iii)
The price at which the Company may purchase the Offered Shares pursuant to the exercise of its Right of First Refusal will be the
cash price offered for the Offered Shares by the proposed transferee (as set forth in the notice required under Section 11(a)(i)), or
the Fair Market Value as determined by the Board in the event no purchase price is involved. To the extent consideration other than cash
is offered by the proposed transferee, the Company will not be required to pay any additional amounts to the Offeror other than the cash
price offered (or the Fair Market Value, if applicable). The Company’s notice of exercise of its Right of First Refusal will be
accompanied by full payment for the Offered Shares and, upon such payment by the Company, the Company will acquire full right, title
and interest to all of the Offered Shares.


 






    6


     


    

 


(iv) If,
and only if, the option given pursuant to Section 11(a)(ii) is not exercised, the Transfer proposed in the notice given pursuant to
Section 11(a)(i) may take place; provided, however, that such Transfer must, in all respects, be exactly as proposed in said
notice except that such Transfer may not take place either before the 10th calendar day after the expiration of the 30
day option exercise period or after the ninetieth 90th calendar day after the expiration of the 30 day option exercise
period, and if such Transfer has not taken place prior to said 90th day, such Transfer may not take place without once
again complying with this Section 11(a). The option exercise periods in this Section 11(a)(iv) will be adjusted to include any
extension required to avoid the classification of your option as a liability for financial accounting purposes.


 


(b)
As used in this Section 11, the term “Transfer” means any sale, encumbrance, pledge, gift or other form
of disposition or transfer of shares of Common Stock or any legal or equitable interest therein; provided, however, that the term
Transfer does not include a transfer of such shares or interests by will or intestacy to your Immediate Family (as defined below). In
such case, the transferee or other recipient will receive and hold the shares of Common Stock so transferred subject to the provisions
of this Section, and there will be no further transfer of such shares except in accordance with the terms of this Section 11. As used
herein, the term “Immediate Family” will mean your spouse, the lineal descendant or antecedent, father, mother,
brother or sister, child, adopted child, grandchild or adopted grandchild of you or your spouse, or the spouse of any child, adopted
child, grandchild or adopted grandchild of you or your spouse.


 


(c)
None of the shares of Common Stock purchased on exercise of your option will be transferred on the Company’s books nor will
the Company recognize any such Transfer of any such shares or any interest therein unless and until all applicable provisions of this
Section 11 have been complied with in all respects. The certificates of stock evidencing shares of Common Stock purchased on exercise
of your option will bear an appropriate legend referring to the transfer restrictions imposed by this Section 11.


 


(d)
To ensure that the shares subject to the Company’s Right of First Refusal will be available for repurchase by the Company,
the Company may require you to deposit the certificates evidencing the shares that you purchase upon exercise of your option with an
escrow agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company
does not require such deposit as a condition of exercise of your option, the Company reserves the right at any time to require you to
so deposit the certificates in escrow. As soon as practicable after the expiration of the Company’s Right of First Refusal, the
agent will deliver to you the shares and any other property no longer subject to such restriction. In the event the shares and any other
property held in escrow are subject to the Company’s exercise of its Right of First Refusal, the notices required to be given to
you will be given to the escrow agent, and any payment required to be given to you will be given to the escrow agent. Within 30 days
after payment by the Company for the Offered Shares, the escrow agent will deliver the Offered Shares that the Company has repurchased
to the Company and will deliver the payment received from the Company to you.


 


12.
Option not a Service Contract. Your option is not an employment or service contract,
and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing in your option will obligate
the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that
you might have as a Director or Consultant for the Company or an Affiliate.


 






    7


     


    

 


13.
Withholding Obligations.


 


(a)
At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means
of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the
extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 


(b)
If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with
any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable
to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company
as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be
necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination of any
tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the preceding
sentence will not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number
of shares of Common Stock acquired upon such exercise with respect to which such determination is otherwise deferred, to accelerate the
determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election,
shares of Common Stock will be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your
option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding
procedure will be your sole responsibility.


 


(c)
You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to
issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable,
unless such obligations are satisfied.


 


14.
Tax Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation
programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors,
Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular, you acknowledge
that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least
equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral
of compensation associated with the option. Because the Common Stock is not traded on an established securities market, the Fair Market
Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge
that there is no guarantee that the Internal Revenue Service will agree with the valuation as determined by the Board, and you will not
make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue
Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined
by the Internal Revenue Service.


 






    8


     


    

 


15.
Notices. Any notices provided for in your option or the Plan will be given in writing
(including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company
to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the
Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option
by electronic means or to request your consent to participate in the Plan by electronic means. By accepting this option, you consent
to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company.


 


16.
Governing Plan Document. Your option is subject to all the provisions of the Plan,
the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations,
which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your
option and those of the Plan, the provisions of the Plan will control.


 






    9


     


    

 


Attachment
II


 


2020
Equity Incentive Plan


 






     


     


    

 


Attachment
III


 


AgileThought,
Inc.

Notice of Exercise


 


This
constitutes notice to AgileThought, Inc. (the “Company”) under my stock option that I elect to purchase
the below number of shares of Common Stock of the Company (the ”Shares”) for the price set forth below.
Use of certain payment methods is subject to Company and/or Board consent and certain additional requirements set forth in the Option
Agreement and the Plan. If the Company uses an electronic capitalization table system (such as Carta or Shareworks) and the fields below
are blank, the blank fields shall be deemed to come from the electronic capitalization system and is considered part of this Notice of
Exercise.


 


	Option
    Information	 
	 	 
	Type
    of option (check one):	Incentive ☐ 	Nonstatutory ☐
	Stock
    option dated:	 
	Number
    of Shares as to which option is exercised:	 
	Certificates
    to be issued in name of:3	 
	 	 
	Exercise
    Information	 
	 	 
	Date
    of Exercise:	 
	Total
    exercise price:	 
	Cash:4	 
	Regulation
    T Program (cashless exercise):5	 
	Value
    of _________ Shares delivered with this notice:6	 
	Value
    of _________ Shares pursuant to net exercise:7	 


 


By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2020 Equity Incentive
Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating
to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within
15 days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two years after
the date of grant of this option or within one year after such Shares are issued upon exercise of this option. I further agree that this
Notice of Exercise may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and will be deemed
to have been duly and validly delivered and be valid and effective for all purposes.


 


I
hereby make the following certifications and representations with respect to the number of Shares listed above, which are being acquired
by me for my own account upon exercise of the option as set forth above:


 


I
acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I
warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under
the Securities Act and any applicable state securities laws.


 


 


 






		3	If
left blank, will be issued in the name of the option holder.



		4	Cash
may be in the form of cash, check, bank draft, electronic funds transfer or money order payment.



		5	Subject
to Company and/or Board consent and must meet the public trading and other requirements set forth in the Option Agreement.



		6	Subject
to Company and/or Board consent and must meet the public trading and other requirements set forth in the Option Agreement. Shares must
be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances
or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.



		7	Subject
to Company and/or Board consent and must be a Nonstatutory Stock Option.



 






     


     


    

 


I
further acknowledge and agree that, except for such information as required to be delivered to me by the Company pursuant to the option
or the Plan (if any), I will have no right to receive any information from the Company by virtue of the grant of the option or the purchase
of shares of Common Stock through exercise of the option, ownership of such shares of Common Stock, or as a result of my being a holder
of record of stock of the Company. Without limiting the foregoing, to the fullest extent permitted by law, I hereby waive all inspection
rights under Section 220 of the Delaware General Corporation Law and all such similar information and/or inspection rights that may be
provided under the law of any jurisdiction, or any federal, state or foreign regulation, that are, or may become, applicable to the Company
or the Company’s capital stock (the “Inspection Rights”). I hereby covenant and agree never to directly
or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of
action, or other proceeding to pursue or exercise the Inspection Rights.


 


I
further acknowledge that I will not be able to resell the Shares for at least 90 days after the stock of the Company becomes publicly
traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under
Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.


 


I
further acknowledge that all certificates representing any of the Shares subject to the provisions of the option will have endorsed thereon
appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s
Certificate of Incorporation, Bylaws and/or applicable securities laws.


 I
further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration
of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with
respect to any shares of Common Stock or other securities of the Company for a period of 180 days following the effective date of a registration
statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company will request to facilitate
compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “Lock-Up Period”). I further
agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent
with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may
impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.





 


	Very
truly yours, 	 
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	Name
    (Please Print)
	 	 
	Address
    of Record: 	 
	 	 
	 	 
	 	 
	Email: