Exhibit 10.8


 


QUANTUM COMPUTING INC.


2019 EQUITY AND INCENTIVE PLAN


 


SECTION 1. GENERAL PURPOSE OF THE
PLAN: DEFINITIONS


 


The name of the plan
is the QUANTUM COMPUTING INC. 2019 EQUITY AND INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to encourage
and enable the officers, employees, directors, Consultants and other key persons of QUANTUM COMPUTING INC., a Delaware corporation
(including any successor entity, the “Company”) and its Subsidiaries, upon whose judgment, initiative and efforts the
Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.


 


The following terms
shall be defined as set forth below:


 


“Affiliate”
of any Person means a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with the first mentioned Person. A Person shall be deemed to control another Person if such first Person possesses
directly or indirectly the power to direct, or cause the direction of, the management and policies of the second Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights (“SAR”), Restricted Stock Awards (including preferred
stock), Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing.


 


“Award Agreement”
means a written or electronic agreement setting forth the terms and provisions applicable to an Award granted under the Plan. Each
Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however, in the event of
any conflict in the terms of the Plan and the Award Agreement, the terms of the Plan shall govern.


 


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


 


“Cause”
shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition
of “Cause,” it shall mean (i) the grantee’s dishonest statements or acts with respect to the Company or any Affiliate
of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business;
(ii) the grantee’s commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud;
(iii) the grantee’s failure to perform his assigned duties and responsibilities to the reasonable satisfaction of the Company
which failure continues, in the reasonable judgment of the Company, after written notice given to the grantee by the Company; (iv)
the grantee’s gross negligence, willful misconduct or insubordination with respect to the Company or any Affiliate of the
Company; or (v) the grantee’s material violation of any provision of any agreement(s) between the grantee and the Company
relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions.


 


“Chief Executive
Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then the President
of the Company.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 


“Committee”
means the Committee of the Board referred to in Section 2.


 


“Consultant”
means any entity or natural person that provides bona fide services to the Company (including a Subsidiary), and such services
are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote
or maintain a market for the Company’s securities.


 






     


     


    

 


“Disability”
means such condition which renders a Person (A) unable 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 can be expect to last for a continuous period
of not less than 12 months, (B) by reason of any medically determinable physical or mental impairment that can be expected to result
in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for
a period of not less than 3 months under an accident and health plan covering employees of the Company, (C) determined to be totally
disabled by the Social Security Administration, or (D) determined to be disabled under a disability insurance program which provides
for a definition of disability that meets the requirements of this section.


“Effective
Date” means the date on which the Plan is adopted as set forth in this Plan.


 


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


 


“Fair Market
Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the Committee
based on the reasonable application of a reasonable valuation method that is consistent with Section 409A of the Code. If the Stock
is admitted to trade on a national securities exchange, the determination shall be made by reference to the closing price reported
on such exchange. If there is no closing price for such date, the determination shall be made by reference to the last date preceding
such date for which there is a closing price. If the date for which Fair Market Value is determined is the first day when trading
prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public”
(or equivalent).


 


“Good Reason”
shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement does not contain a definition
of “Good Reason,” it shall mean (i) a material diminution in the grantee’s base salary except for across-the-board
salary reductions similarly affecting all or substantially all similarly situated employees of the Company or (ii) a change of
more than 100 miles in the geographic location at which the grantee provides services to the Company, so long as the grantee provides
notice of the condition giving rise to Good Reason no more than 90 days from the date on which such event occurred which gave rise
to Good Reason for Termination of the Service Relationship, and the Company fails to cure such event within 30 days after such
notice.


 


“Grant Date”
means the date that the Committee designates in its approval of an Award in accordance with applicable law as the date on which
the Award is granted, which date may not precede the date of such Committee approval.


 


“Holder”
means, with respect to an Award or any Shares, the Person holding such Award or Shares, including the initial recipient of the
Award or any Permitted Transferee.


 


“Incentive
Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined in
Section 422 of the Code.


 


“Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Permitted
Transferees” shall mean any of the following to whom a Holder may transfer Shares hereunder (as set forth in Section
9(a)(ii)(A)): the Holder’s child, stepchild, grandchild, parent, step-parent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Holder’s household (other than a tenant or employee), a trust in which these persons
have more than fifty percent of the beneficial interest, a foundation in which these persons control the management of assets,
and any other entity in which these persons own more than fifty percent of the voting interests; provided, however, that any such
trust does not require or permit distribution of any Shares during the term of the Award Agreement unless subject to its terms.
Upon the death of the Holder, the term Permitted Transferees shall also include such deceased Holder’s estate, executors,
administrators, personal representatives, heirs, legatees and distributees, as the case may be.


 






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“Person”
shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership,
association, trust, joint venture, unincorporated organization or any similar entity.


 


“Restricted
Stock Award” means Awards granted pursuant to Section 7 and “Restricted Stock” means Shares issued pursuant
to such Awards.


 


“Restricted
Stock Unit” means an Award of phantom stock units to a grantee, which may be settled in cash or Shares as determined
by the Committee, pursuant to Section 8.


 


“Sale Event”
means the consummation of i) a change in the ownership of the Company, ii) a change in effective control of the Company, or iii)
a change in the ownership of a substantial portion of the assets of the Company. The occurrence of a Sale Event shall be acknowledged
by the plan administrator or board of directors, by strictly applying these provisions without any discretion to deviate from the
objective application of the definitions provided herein. ; provided, however, that any capital raising event, or a merger effected
solely to change the Company’s domicile shall not constitute a “Sale Event.”


 


Except as otherwise
provided herein, a change in the ownership of the Company occurs on the date that any one person, or more than one person acting
as a group acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more
than 50 percent of the total fair market value or total voting power of the stock of the Company. However, if any one person, or
more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting
power of the stock of the Company the acquisition of additional stock by the same person or persons is not considered to cause
a change in the ownership of the Company (or to cause a change in the effective control of the Company). An increase in the percentage
of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires
its stock in exchange for property will be treated as an acquisition of stock for purposes of this section. This section applies
only when there is a transfer of stock of the Company (or issuance of stock) which remains outstanding after the transaction.


 


A change in the
effective control of the Company occurs only on either of the following dates: (1) The date any one person, or more than one person
acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of the Company possessing 30 percent or more of the total voting power of the stock of the
Company; (2) The date a majority of members of the Company’s board of directors is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the members of the Company’s board of directors
before the date of the appointment or election.


 


A change in the
ownership of a substantial portion of the Company’s assets occurs on the date that any one person, or more than one person
acting as a group acquires (or has acquired during the 12- month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total
gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose,
gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Service Relationship”
means any relationship as a full-time employee, part-time employee, director or other key person (including Consultants) of the
Company or any Subsidiary or any successor entity (e.g., a Service Relationship shall be deemed to continue without interruption
in the event an individual’s status changes from full-time employee to part-time employee or Consultant).


 






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“Shares”
means shares of Stock.


 


“Stock”
means the Common Stock, par value $0.0001 per share, of the Company.


 


“Stock Appreciation
Right” means any right to receive from the Company upon exercise by an optionee or settlement, in cash, Shares, or a combination
thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise price
of the right on the date of grant, or if granted in connection with an Option, on the date of grant of the Option.


 


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has more than a 50 percent interest, either
directly or indirectly.


 


“Ten Percent
Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary.


 


“Termination
Event” means the termination of the Award recipient’s Service Relationship with the Company and its Subsidiaries
for any reason whatsoever, regardless of the circumstances thereof, and including, without limitation, upon death, disability,
retirement, discharge or resignation for any reason, whether voluntarily or involuntarily. The following shall not constitute a
Termination Event: (i) a transfer to the service of the Company from a Subsidiary or from the Company to a Subsidiary, or from
one Subsidiary to another Subsidiary or (ii) an approved leave of absence for military service or sickness, or for any other purpose
approved by the Committee, if the individual’s right to re-employment is guaranteed either by a statute or by contract or
under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing.


 


“Unrestricted
Stock Award” means any Award granted pursuant to Section 7 and “Unrestricted Stock” means Shares issued pursuant
to such Awards.


 


SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE
AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a) Administration
of Plan. The Plan shall be administered by the Board, or at the discretion of the Board, by a committee of the Board, comprised
of not less than two directors. All references herein to the “Committee” shall be deemed to refer to the group then
responsible for administration of the Plan at the relevant time (i.e., either the Board of Directors or a committee or committees
of the Board, as applicable).


 


(b) Powers
of Committee. The Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including
the power and authority:


 


(i) to select the individuals
to whom Awards may from time to time be granted;


 


(ii) to determine the
time or times of grant, and the amount, if any, of Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Stock
Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;


 


(iii) to determine the
number and types of Shares to be covered by any Award and, subject to the provisions of the Plan, the price, exercise price, conversion
ratio or other price relating thereto;


 


(iv) to determine
and, subject to Section 12, to modify from time to time the terms and conditions, including restrictions, not inconsistent with
the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve
the form of Award Agreements;


 


(v) to accelerate
at any time the exercisability or vesting of all or any portion of any Award;


 


(vi) to impose any
limitations on Awards, including limitations on transfers, repurchase provisions and the like, and to exercise repurchase rights
or obligations;


 






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(vii) subject to
Section 5(a)(ii) and any restrictions imposed by Section 409A, to extend at any time the period in which Stock Options may be exercised;
and


 


(viii) at any time
to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings
as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including Award Agreements); to make
all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the
Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations
of the Committee shall be binding on all persons, including the Company and all Holders.


 


(c) Award Agreement.
Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions and limitations for each Award.


 


(d) Indemnification.
Neither the Board nor the Committee, nor any member of either or any delegate thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and
any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim,
loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under the Company’s governing documents, including its certificate of incorporation
or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or
any indemnification agreement between such individual and the Company.


 


(e) Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries
in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its
sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if any, shall be covered by the Plan;
(ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms
and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish
subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to
be necessary or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however,
that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof; and (v) take any
action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply
with any local governmental regulatory exemptions or approvals.


 


SECTION 3. STOCK ISSUABLE UNDER THE
PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION


 


(a) Stock Issuable.
The maximum number of Shares reserved and available for issuance under the Plan shall be 1,500,000 Shares, subject to adjustment
as provided in Section 3(b). For purposes of this limitation, the Shares underlying any Awards that are forfeited, canceled, reacquired
by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall
be added back to the Shares available for issuance under the Plan.. Subject to such overall limitations, Shares may be issued up
to such maximum number pursuant to any type or types of Award, and no more than 250,000 Shares may be issued pursuant to Incentive
Stock Options. The Shares available for issuance under the Plan may be authorized but unissued Shares or Shares reacquired by the
Company. The value of any Shares granted to a non-employee director of the Company, when added to any annual cash payments or awards,
shall not exceed an aggregate value of four hundred thousand dollars ($400,000) in any calendar year.


 


(b) Changes
in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding Shares
are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional
Shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such
Shares or other securities, in each case, without the receipt of consideration by the Company, or, if, as a result of any merger
or consolidation, or sale of all or substantially all of the assets of the Company, the outstanding Shares are converted into or
exchanged for other securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall
make an appropriate and proportionate adjustment in (i) the maximum number of Shares reserved for issuance under the Plan, (ii)
the number and kind of Shares or other securities subject to any then outstanding Awards under the Plan, (iii) the repurchase price,
if any, per Share subject to each outstanding Award, and (iv) the exercise price for each Share subject to any then outstanding
Stock Options under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number
of Stock Options) as to which such Stock Options remain exercisable. The Committee shall in any event make such adjustments as
may be required by the laws of Delaware and the rules and regulations promulgated thereunder. The adjustment by the Committee shall
be final, binding and conclusive. No fractional Shares shall be issued under the Plan resulting from any such adjustment, but the
Committee in its discretion may make a cash payment in lieu of fractional shares.


 






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(c) Sale Events.


 


(i) Options.


 


(A) In the case
of and subject to the consummation of a Sale Event, the Plan and all outstanding Options and SARs issued hereunder shall become
one hundred percent (100%) vested upon the effective time of any such Sale Event. New stock options or other awards of the successor
entity or parent thereof shall be substituted therefor, with an equitable or proportionate adjustment as to the number and kind
of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking into account any acceleration
hereunder and/or pursuant to the terms of any Award Agreement).


 


(B) In the event
of the termination of the Plan and all outstanding Options and SARs issued hereunder pursuant to Section 3(c), each Holder of Options
shall be permitted, within a period of time prior to the consummation of the Sale Event as specified by the Committee, to exercise
all such Options or SARs which are then exercisable or will become exercisable as of the effective time of the Sale Event; provided,
however, that the exercise of Options not exercisable prior to the Sale Event shall be subject to the consummation of the Sale
Event.


 


(C) Notwithstanding
anything to the contrary in Section 3(c)(i)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation,
to make or provide for a cash payment to the Holders of Options, without any consent of the Holders, in exchange for the cancellation
thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable
per share of Stock pursuant to the Sale Event (the “Sale Price”) times the number of Shares subject to outstanding
Options being cancelled (to the extent then vested and exercisable, including by reason of acceleration in connection with such
Sale Event, at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding vested and
exercisable Options.


 


(ii) Restricted
Stock and Restricted Stock Unit Awards.


 


(A) In the case
of and subject to the consummation of a Sale Event, all unvested Restricted Stock and unvested Restricted Stock Unit Awards issued
hereunder shall become one hundred percent (100%) vested, with an equitable or proportionate adjustment as to the number and kind
of shares subject to such awards as such parties shall agree (after taking into account any acceleration hereunder and/or pursuant
to the terms of any Award Agreement).


 


(B) Such Restricted
Stock shall be repurchased from the Holder thereof at the then Fair Market Value of such shares, (subject to adjustment as provided
in Section 3(b)) for such Shares.


 


(C) Notwithstanding
anything to the contrary in Section 3(c)(ii)(A), in the event of a Sale Event, the Company shall have the right, but not the obligation,
to make or provide for a cash payment to the Holders of Restricted Stock or Restricted Stock Unit Awards, without consent of the
Holders, in exchange for the cancellation thereof, in an amount equal to the Sale Price times the number of Shares subject to such
Awards, to be paid at the time of such Sale Event or upon the later vesting of such Awards.


 


SECTION 4. ELIGIBILITY


 


Grantees under the
Plan will be such full or part-time officers and other employees, directors, Consultants and key persons of the Company and any
Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that Awards shall be
granted only to those individuals described in Rule 701(c) of the Securities Act.


 






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SECTION 5. STOCK OPTIONS


 


Upon the grant of a
Stock Option, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such Award Agreement
shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.


 


Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only
to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f)
of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock
Option.


 


(a) Terms of
Stock Options. The Committee in its discretion may grant Stock Options to those individuals who meet the eligibility requirements
of Section 4. Stock Options shall be subject to the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable.


 


(i) Exercise
Price. The exercise price per share for the Shares covered by a Stock Option shall be determined by the Committee at the time
of grant but shall not be less than 100 percent of the Fair Market Value on the Grant Date. In the case of an Incentive Stock Option
that is granted to a Ten Percent Owner, the exercise price per share for the Shares covered by such Incentive Stock Option shall
not be less than 110 percent of the Fair Market Value on the Grant Date.


 


(ii) Option Term.
The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years from
the Grant Date. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option
shall be no more than five years from the Grant Date.


 


(iii) Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable and/or vested at such time or times, whether or not in installments,
as shall be determined by the Committee at or after the Grant Date. The Award Agreement may permit a grantee to exercise all or
a portion of a Stock Option immediately at grant; provided that the Shares issued upon such exercise shall be subject to restrictions
and a vesting schedule identical to the vesting schedule of the related Stock Option, such Shares shall be deemed to be Restricted
Stock for purposes of the Plan, and the optionee may be required to enter into an additional or new Award Agreement as a condition
to exercise of such Stock Option. An optionee shall have the rights of a stockholder only as to Shares acquired upon the exercise
of a Stock Option and not as to unexercised Stock Options. An optionee shall not be deemed to have acquired any Shares unless and
until a Stock Option shall have been exercised pursuant to the terms of the Award Agreement and this Plan and the optionee’s
name has been entered on the books of the Company as a stockholder.


 


(iv) Method of
Exercise. Stock Options may be exercised by an optionee in whole or in part, by the optionee giving written or electronic notice
of exercise to the Company, specifying the number of Shares to be purchased. Payment of the purchase price may be made by one or
more of the following methods (or any combination thereof) to the extent provided in the Award Agreement:


 


(A) In cash, by
certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee;


 


(B) If permitted
by the Committee, by the optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of
funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option;
provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid in cash if required
by state law;


 


(C) If permitted
by the Committee, through the delivery (or attestation to the ownership) of Shares that have been purchased by the optionee on
the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan.
To the extent required to avoid variable accounting treatment under applicable accounting rules, such surrendered Shares if originally
purchased from the Company shall have been owned by the optionee for at least six months. Such surrendered Shares shall be valued
at Fair Market Value on the exercise date;


 


(D) If permitted
by the Committee and by the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions
to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided
that in the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with
such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition
of such payment procedure; or


 






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(E) If permitted
by the Committee, and only with respect to Stock Options that are not Incentive Stock Options, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of Shares issuable upon exercise by the largest whole number of
Shares with a Fair Market Value that does not exceed the aggregate exercise price.


 


Payment instruments
will be received subject to collection. No certificates for Shares so purchased will be issued to the optionee or, with respect
to uncertificated Stock, no transfer to the optionee on the records of the Company will take place, until the Company has completed
all steps it has deemed necessary to satisfy legal requirements relating to the issuance and sale of the Shares, which steps may
include, without limitation, (i) receipt of a representation from the optionee at the time of exercise of the Option that the optionee
is purchasing the Shares for the optionee’s own account and not with a view to any sale or distribution of the Shares or
other representations relating to compliance with applicable law governing the issuance of securities, (ii) the legending of the
certificate (or notation on any book entry) representing the Shares to evidence the foregoing restrictions, and (iii) obtaining
from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery of certificates
representing the shares of Stock (or the transfer to the optionee on the records of the Company with respect to uncertificated
Stock) to be purchased pursuant to the exercise of a Stock Option will be contingent upon (A) receipt from the optionee (or a purchaser
acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for
such Shares and the fulfillment of any other requirements contained in the Award Agreement or applicable provisions of laws and
(B) if required by the Company, the optionee shall have entered into any stockholders agreements or other agreements with the Company
and/or certain other of the Company’s stockholders relating to the Stock. In the event an optionee chooses to pay the purchase
price by previously-owned Shares through the attestation method, the number of Shares transferred to the optionee upon the exercise
of the Stock Option shall be net of the number of Shares attested to by the Optionee.


 


(b) Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the Grant Date) of the Shares with respect to which Incentive Stock
Options granted under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000 or such other limit as may be in effect from time
to time under Section 422 of the Code. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified
Stock Option.


 


(c) Termination.
Any portion of a Stock Option that is not vested and exercisable on the date of termination of an optionee’s Service Relationship
shall immediately expire and be null and void. Once any portion of the Stock Option becomes vested and exercisable, the optionee’s
right to exercise such portion of the Stock Option (or the optionee’s representatives and legatees as applicable) in the
event of a termination of the optionee’s Service Relationship shall continue until the earliest of: (i) the date which is:
(A) 12 months following the date on which the optionee’s Service Relationship terminates due to death or Disability (or such
longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or (B) three months following
the date on which the optionee’s Service Relationship terminates if the termination is due to any reason other than death
or Disability (or such longer period of time as determined by the Committee and set forth in the applicable Award Agreement), or
(ii) the Expiration Date set forth in the Award Agreement; provided that notwithstanding the foregoing, an Award Agreement may
provide that if the optionee’s Service Relationship is terminated for Cause, the Stock Option shall terminate immediately
and be null and void upon the date of the optionee’s termination and shall not thereafter be exercisable.


 


SECTION 6. STOCK APPRECIATION RIGHTS


 


The Committee is authorized
to grant SARs to optionees with the following terms and conditions and with such additional terms and conditions, in either case
not inconsistent with the provisions of the Plan, as the Committee shall determine –


 


(a) SARs
may be granted under the Plan to optionees either alone or in addition to other Awards granted under the Plan and may, but need
not, relate to specific Option granted under Section 5.


 


(b) The
exercise price per Share under a SAR shall be determined by the Committee, provided, however, that except in the case of a substitute
Award, such exercise price shall not be less than the fair market value of a Share on the date of grant of such SAR.


 


(c) The
term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.


 






    8


     


    

 


(d) The
Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part. Unless otherwise determined
by the Committee or unless otherwise set forth in an Award Agreement, the provisions set forth in Section 5 above with respect
to exercise of an Award following termination of service shall apply to any SAR. The Committee may specify in an Award Agreement
that an “in-the-money” SAR shall be automatically exercised on its expiration date.


 


SECTION 7. RESTRICTED STOCK AWARDS


 


(a) Nature
of Restricted Stock Awards. The Committee may, in its sole discretion, grant (or sell at par value or such other purchase price
determined by the Committee) to an eligible individual under Section 4 hereof a Restricted Stock Award under the Plan. The Committee
shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may
be based on the type of stock upon which restrictions are placed, continuing employment (or other Service Relationship), achievement
of pre-established performance goals and objectives and/or such other criteria as the Committee may determine. Upon the grant of
a Restricted Stock Award, the Company and the grantee shall enter into an Award Agreement. The terms and conditions of each such
Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees.


 


(b) Rights
as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee of Restricted
Stock shall be considered the record owner of and shall be entitled to vote the Restricted Stock if, and to the extent, such Shares
are entitled to voting rights, subject to such conditions contained in the Award Agreement. The grantee shall be entitled to receive
all dividends and any other distributions declared on the Shares; provided, however, that the Company is under no duty to declare
any such dividends or to make any such distribution. Unless the Committee shall otherwise determine, certificates evidencing the
Restricted Stock shall remain in the possession of the Company until such Restricted Stock is vested as provided in subsection
(d) below of this Section, and the grantee shall be required, as a condition of the grant, to deliver to the Company a stock power
endorsed in blank and such other instruments of transfer as the Committee may prescribe.


 


(c) Restrictions.
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or,
subject to Section 12 below, in writing after the Award Agreement is issued, if a grantee’s Service Relationship with the
Company and any Subsidiary terminates, the Company or its assigns shall have the right, as may be specified in the relevant instrument,
to repurchase some or all of the Shares subject to the Award at such purchase price as is set forth in the Award Agreement.


 


(d) Vesting
of Restricted Stock. The Committee at the time of grant shall specify in the Award Agreement the date or dates and/or the attainment
of pre-established performance goals, objectives and other conditions on which the substantial risk of forfeiture imposed shall
lapse and the Restricted Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified
in the Award Agreement.


 


SECTION 8. UNRESTRICTED STOCK AWARDS


 


The Committee may,
in its sole discretion, grant (or sell at par value or such other purchase price determined by the Committee) to an eligible person
under Section 4 hereof an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past
services or other valid consideration, or in lieu of cash compensation due to such grantee.


 






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SECTION 9. RESTRICTED STOCK UNITS


 


(a) Nature
of Restricted Stock Units. The Committee may, in its sole discretion, grant to an eligible person under Section 4 hereof Restricted
Stock Units under the Plan. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit
at the time of grant. Vesting conditions may be based on continuing employment (or other Service Relationship), achievement of
pre-established performance goals and objectives which may be based on targets for revenue, revenue growth, EBITDA, net income,
earnings per share and/or other such criteria as the Committee may determine. Upon the grant of Restricted Stock Units, the grantee
and the Company shall enter into an Award Agreement. The terms and conditions of each such Award Agreement shall be determined
by the Committee and may differ among individual Awards and grantees. On or promptly following the vesting date or dates applicable
to any Restricted Stock Unit, but in no event later than March 15 of the year following the year in which such vesting occurs,
such Restricted Stock Unit(s) shall be settled in the form of cash or shares of Stock, as specified in the Award Agreement. Restricted
Stock Units may not be sold, assigned, transferred, pledged, or otherwise encumbered or disposed of.


 


(b) Rights
as a Stockholder. A grantee shall have the rights of a stockholder only as to Shares, if any, acquired upon settlement of Restricted
Stock Units. A grantee shall not be deemed to have acquired any such Shares unless and until the Restricted Stock Units shall have
been settled in Shares pursuant to the terms of the Plan and the Award Agreement, the Company shall have issued and delivered a
certificate representing the Shares to the grantee (or transferred on the records of the Company with respect to uncertificated
stock), and the grantee’s name has been entered in the books of the Company as a stockholder.


 


(c) Termination.
Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued,
a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s
cessation of Service Relationship with the Company and any Subsidiary for any reason.


 


SECTION 10.  TRANSFER RESTRICTIONS;
COMPANY RIGHT OF FIRST REFUSAL; COMPANY REPURCHASE RIGHTS


 


(a) Restrictions
on Transfer.


 


(i) Non-Transferability
of Stock Options. Restricted Stock awards granted under Section 7, Stock Options, SARs and, prior to exercise, the Shares issuable
upon exercise of such Stock Option, shall not be transferable by the optionee otherwise than by will, or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by
the optionee’s legal representative or guardian in the event of the optionee’s incapacity. Notwithstanding the foregoing,
the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Stock Option or Restricted Stock award
that the optionee may transfer by gift, without consideration for the transfer, his or her Non-Qualified Stock Options to his or
her family members (as defined in Rule 701 of the Securities Act), to trusts for the benefit of such family members, or to partnerships
in which such family members are the only partners (to the extent such trusts or partnerships are considered “family members”
for purposes of Rule 701 of the Securities Act), provided that the transferee agrees in writing with the Company to be bound by
all of the terms and conditions of this Plan and the applicable Award Agreement, including the execution of a stock power upon
the issuance of Shares. Stock Options, SARs and the Shares issuable upon exercise of such Stock Options, shall be restricted as
to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” (as defined
in the Exchange Act) or any “call equivalent position” (as defined in the Exchange Act) prior to exercise.


 


(ii) Shares.
No Shares shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered,
whether voluntarily or by operation of law, unless (i) the transfer is in compliance with the terms of the applicable Award Agreement,
all applicable securities laws (including, without limitation, the Securities Act), and with the terms and conditions of this Section
9, (ii) the transfer does not cause the Company to become subject to the reporting requirements of the Exchange Act, and the transferee
consents in writing to be bound by the provisions of the Plan and the Award Agreement, including this Section 10. In connection
with any proposed transfer, the Committee may require the transferor to provide at the transferor’s own expense an opinion
of counsel to the transferor, satisfactory to the Committee, that such transfer is in compliance with all foreign, federal and
state securities laws (including, without limitation, the Securities Act). Any attempted transfer of Shares not in accordance with
the terms and conditions of this Section 9 shall be null and void, and the Company shall not reflect on its records any change
in record ownership of any Shares as a result of any such transfer, shall otherwise refuse to recognize any such transfer and shall
not in any way give effect to any such transfer of Shares. The Company shall be entitled to seek protective orders, injunctive
relief and other remedies available at law or in equity including, without limitation, seeking specific performance or the rescission
of any transfer not made in strict compliance with the provisions of this Section 10. Subject to the foregoing general provisions,
and unless otherwise provided in the applicable Award Agreement, Shares may be transferred pursuant to the following specific terms
and conditions (provided that with respect to any transfer of Restricted Stock, all vesting and forfeiture provisions shall continue
to apply with respect to the original recipient):


 


(A) Transfers
to Permitted Transferees. The Holder may transfer any or all of the Shares to one or more Permitted Transferees; provided,
however, that following such transfer, such Shares shall continue to be subject to the terms of this Plan (including this Section
9) and such Permitted Transferee(s) shall, as a condition to any such transfer, deliver a written acknowledgment to that effect
to the Company and shall deliver a stock power to the Company with respect to the Shares. Notwithstanding the foregoing, the Holder
may not transfer any of the Shares to a Person whom the Company reasonably determines is a direct competitor or a potential competitor
of the Company or any of its Subsidiaries.


 






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(B) Transfers
Upon Death. Upon the death of the Holder, any Shares then held by the Holder at the time of such death and any Shares acquired
after the Holder’s death by the Holder’s legal representative shall be subject to the provisions of this Plan, and
the Holder’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated
to convey such Shares to the Company or its assigns under the terms contemplated by the Plan and the Award Agreement.


 


(b) Right of
First Refusal. In the event that a Holder desires at any time to sell or otherwise transfer all or any part of his or her Shares
(other than shares of Restricted Stock which by their terms are not transferrable), the Holder first shall give written notice
to the Company of the Holder’s intention to make such transfer. Such notice shall state the number of Shares that the Holder
proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name
and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company
or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by the proposed
transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice
to the Holder within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this
Section 9(b), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of
the initial notice from the Holder. In the event that the Company or its assigns do not elect to exercise such purchase right,
or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Holder shall
be required to pay a transaction processing fee of $10,000 to the Company (unless waived by the Committee) and then may, within
60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified
in the Holder’s notice. Any Shares not sold to the proposed transferee shall remain subject to the Plan. If the Holder is
a party to any stockholders agreements or other agreements with the Company and/or certain other of the Company’s stockholders
relating to the Shares, (i) the transferring Holder shall comply with the requirements of such stockholders agreements or other
agreements relating to any proposed transfer of the Offered Shares, and (ii) any proposed transferee that purchases Offered Shares
shall enter into such stockholders agreements or other agreements with the Company and/or certain of the Company’s stockholders
relating to the Offered Shares on the same terms and in the same capacity as the transferring Holder.


 


(c) Company’s
Right of Repurchase.


 


(i) Right of
Repurchase for Unvested Shares Issued Upon the Exercise of an Option. Upon a Termination Event, the Company or its assigns
shall have the right and option to repurchase from a Holder of Shares acquired upon exercise of a Stock Option which is still subject
to a risk of forfeiture as of the Termination Event. Such repurchase rights may be exercised by the Company within the later of
(A) six months following the date of such Termination Event or (B) seven months after the acquisition of Shares upon exercise of
a Stock Option. The repurchase price shall be equal to the lower of the original per share price paid by the Holder, subject to
adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the date the Company
elects to exercise its repurchase rights.


 


(ii) Right of
Repurchase With Respect to Restricted Stock. Upon a Termination Event, the Company or its assigns shall have the right and
option to repurchase from a Holder of Shares received pursuant to a Restricted Stock Award any Shares that are still subject to
a risk of forfeiture as of the Termination Event. Such repurchase right may be exercised by the Company within six months following
the date of such Termination Event. The repurchase price shall be the lower of the original per share purchase price paid by the
Holder, subject to adjustment as provided in Section 3(b) of the Plan, or the current Fair Market Value of such Shares as of the
date the Company elects to exercise its repurchase rights.


 


(iii) Procedure.
Any repurchase right of the Company shall be exercised by the Company or its assigns by giving the Holder written notice on or
before the last day of the repurchase period of its intention to exercise such repurchase right. Upon such notification, the Holder
shall promptly surrender to the Company, free and clear of any liens or encumbrances, any certificates representing the Shares
being purchased, together with a duly executed stock power for the transfer of such Shares to the Company or the Company’s
assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the Holder, the Company
or its assignee or assignees shall deliver to him, her or them a check for the applicable repurchase price; provided, however,
that the Company may pay the repurchase price by offsetting and canceling any indebtedness then owed by the Holder to the Company.


 






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(d) Escrow
Arrangement.


 


(i) Escrow.
In order to carry out the provisions of this Section 9 of this Plan more effectively, the Company shall hold any Shares issued
pursuant to Awards granted under the Plan in escrow together with separate stock powers executed by the Holder in blank for transfer.
The Company shall not dispose of the Shares except as otherwise provided in this Plan. In the event of any repurchase by the Company
(or any of its assigns), the Company is hereby authorized by the Holder, as the Holder’s attorney-in-fact, to date and complete
the stock powers necessary for the transfer of the Shares being purchased and to transfer such Shares in accordance with the terms
hereof. At such time as any Shares are no longer subject to the Company’s repurchase and first refusal rights, the Company
shall, at the written request of the Holder, deliver to the Holder a certificate representing such Shares with the balance of the
Shares to be held in escrow pursuant to this Section.


 


(ii) Remedy.
Without limitation of any other provision of this Plan or other rights, in the event that a Holder or any other Person is required
to sell a Holder’s Shares pursuant to the provisions of Sections 9(b) or (c) hereof and in the further event that he or she
refuses or for any reason fails to deliver to the Company or its designated purchaser of such Shares the certificate or certificates
evidencing such Shares together with a related stock power, the Company or such designated purchaser may deposit the applicable
purchase price for such Shares with a bank designated by the Company, or with the Company’s independent public accounting
firm, as agent or trustee, or in escrow, for such Holder or other Person, to be held by such bank or accounting firm for the benefit
of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness
then owed by such Holder as provided above. Upon any such deposit and/or offset by the Company or its designated purchaser of such
amount and upon notice to the Person who was required to sell the Shares to be sold pursuant to the provisions of Sections 9(b)
or (c), such Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, such
Holder shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable),
and the Company shall record such transfer in its stock transfer book or in any appropriate manner.


 


(e) Lockup
Provision. If requested by the Company, a Holder shall not sell or otherwise transfer or dispose of any Shares (including,
without limitation, pursuant to Rule 144 under the Securities Act) held by him or her for such period following the effective date
of a public offering by the Company of Shares as the Company shall specify reasonably and in good faith. If requested by the underwriter
engaged by the Company, each Holder shall execute a separate letter confirming his or her agreement to comply with this Section.


 


(f) Adjustments
for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar change in the Common Stock, the outstanding Shares are increased or decreased
or are exchanged for a different number or kind of securities of the Company, the restrictions contained in this Section 9 shall
apply with equal force to additional and/or substitute securities, if any, received by Holder in exchange for, or by virtue of
his or her ownership of, Shares.


 


(g) Termination.
The terms and provisions of Section 9(b) and Section 9(c) (except for the Company’s right to repurchase Shares still subject
to a risk of forfeiture upon a Termination Event) shall terminate upon consummation of any Sale Event, in either case as a result
of which Shares are registered under Section 12 of the Exchange Act and publicly-traded on any national security exchange.


 


SECTION 11. TAX WITHHOLDING


 


(a) Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Shares or other amounts
received thereunder first becomes includable in the gross income of the grantee for income tax purposes, pay to the Company, or
make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any kind required by
law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s obligation
to deliver stock certificates (or evidence of book entry) to any grantee is subject to and conditioned on any such tax withholding
obligations being satisfied by the grantee.


 






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(b) Payment
in Stock. The Company’s minimum required tax withholding obligation may be satisfied, in whole or in part, by the Company
withholding from Shares to be issued pursuant to an Award a number of Shares having an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the minimum withholding amount due.


 


SECTION 12. SECTION 409A AWARDS


 


To the extent that
any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A (a “409A
Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from time
to time. In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning
of Section 409A) to a grantee who is considered a “specified employee” (within the meaning of Section 409A), then no
such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s separation
from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being
subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. The Company makes no representation or warranty
and shall have no liability to any grantee under the Plan or any other Person with respect to any penalties or taxes under Section
409A that are, or may be, imposed with respect to any Award. It is the intent of the Board that payments and benefits under the
Plan comply with or be exempt from Section 409A and the regulations and guidance promulgated thereunder and, accordingly, to the
maximum extent permitted the Plan shall be interpreted to be in compliance therewith or exempt therefrom. In no event whatsoever
shall the Company be liable for any additional tax, interest or penalty that may be imposed upon a Participant by Section 409A
or damages to a Participant for failing to comply with Section 409A


 


SECTION 13. AMENDMENTS AND TERMINATION


 


The Board may, at any
time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award for the purpose of
satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding
Award without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of
outstanding Stock Options or effect repricing through cancellation of outstanding Stock Options and by granting such holders new
Awards in replacement of the cancelled Stock Options. To the extent determined by the Committee to be required either by the Code
to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code or otherwise, Plan amendments
shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section
12 shall limit the Board’s or Committee’s authority to take any action permitted pursuant to Section 3(c). The Board
reserves the right to amend the Plan and/or the terms of any outstanding Stock Options to the extent reasonably necessary to comply
with the requirements of the exemption pursuant to paragraph (0(4) of Rule 12h-1 of the Exchange Act.


 


SECTION 14. STATUS OF PLAN


 


With respect to the
portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee,
a grantee shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly
so determine in connection with any Award.


 


SECTION 15. GENERAL PROVISIONS


 


(a) No Distribution;
Compliance with Legal Requirements. The Committee may require each person acquiring Shares pursuant to an Award to represent
to and agree with the Company in writing that such person is acquiring the Shares without a view to distribution thereof. No Shares
shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar requirements
have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Stock
and Awards, as it deems appropriate.


 






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(b) Delivery
of Stock Certificates. Stock certificates to grantees under the Plan shall be deemed delivered for all purposes when the Company
or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee,
at the grantee’s last known address on file with the Company; provided that stock certificates to be held in escrow pursuant
to Section 9 of the Plan shall be deemed delivered when the Company shall have recorded the issuance in its records. Uncertificated
Stock shall be deemed delivered for all purposes when the Company or a stock transfer agent of the Company shall have given to
the grantee by electronic mail (with proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s
last known address on file with the Company, notice of issuance and recorded the issuance in its records (which may include electronic
“book entry” records).


 


(c) No Employment
Rights. The adoption of the Plan and the grant of Awards do not confer upon any Person any right to continued employment or
Service Relationship with the Company or any Subsidiary.


 


(d) Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading
policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by
the Committee, from time to time.


 


(e) Designation
of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to
exercise any Award on or after the grantee’s death or receive any payment under any Award payable on or after the grantee’s
death. Any such designation shall be on a form provided for that purpose by the Committee and shall not be effective until received
by the Committee. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries have predeceased
the grantee, the beneficiary shall be the grantee’s estate.


 


(f) Legend.
Any certificate(s) representing the Shares shall carry substantially the following legend (and with respect to uncertificated Stock,
the book entries evidencing such shares shall contain the following notation):


 


The transferability
of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions (including
repurchase and restrictions against transfers contained in the Plan and any agreements entered into thereunder by and between the
company and the holder of this certificate (a copy of which is available at the offices of the company for examination).


 


(g) Information
to Holders of Options. In the event the Company is relying on the exemption from the registration requirements of Section 12(g)
of the Exchange Act contained in paragraph (f)(1) of Rule 12h-1 of the Exchange Act, the Company shall provide the information
described in Rule 701(e)(3), (4) and (5) of the Securities Act to all holders of Options in accordance with the requirements thereunder.
The foregoing notwithstanding, the Company shall not be required to provide such information unless the option holder has agreed
in writing, on a form prescribed by the Company, to keep such information confidential.


 


SECTION 16. EFFECTIVE DATE OF PLAN


 


The Plan shall become
effective upon adoption by the Board and shall be approved by stockholders in accordance with applicable state law and the Company’s
articles of incorporation and bylaws within 12 months thereafter. If the stockholders fail to approve the Plan within 12 months
after its adoption by the Board of Directors, then any Awards granted or sold under the Plan shall be rescinded and no additional
grants or sales shall thereafter be made under the Plan. Subject to such approval by stockholders and to the requirement that no
Shares may be issued hereunder prior to such approval, Stock Options and other Awards may be granted hereunder on and after adoption
of the Plan by the Board. No grants of Stock Options and other Awards may be made hereunder after the tenth anniversary of the
date the Plan is adopted by the Board or the date the Plan is approved by the Company’s stockholders, whichever is earlier.


 


SECTION 17. GOVERNING LAW


 


This Plan, all Awards
and any controversy arising out of or relating to this Plan and all Awards shall be governed by and construed in accordance with
the laws of the State of Delaware as to matters within the scope thereof, without regard to conflict of law principles that would
result in the application of any law other than the law of the State of Delaware.


 


DATE ADOPTED BY THE BOARD OF 

DIRECTORS:                  
                                                                                                                                    ___, 2019.


 


DATE ADOPTED BY THE SHAREHOLDERS:                                                                                        .




 


 


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