Exhibit 10.1


 


RIMINI STREET, INC.
2018 EMPLOYEE STOCK PURCHASE PLAN


 


1.       Definitions.


 


(a)                
“Administrator” means the Committee or, subject to Applicable Law, one or more of the Company’s officers
or management team appointed by the Board or Committee to administer the day-to-day operations of the Plan. Except as otherwise
provided in the Plan, the Board or Committee may assign any of its administrative tasks to the Administrator.


 


(b)               
“Affiliate” will have the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act. The
Board will have the authority to determine the time or times at which “Affiliate” status is determined within the foregoing
definition.


 


(c)                
“Applicable Law” means the requirements relating to the administration of equity-based awards under state corporate
laws, United States federal and state securities laws, the Code, the rules of any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any non-U.S. jurisdiction where rights are, or will be, granted under
the Plan.


 


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


 


(e)                
“Change in Control” means the occurrence of any of the following events:


 


(i)                 
a change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as
a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person,
constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes
of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%)
of the total voting power of the stock of the Company will not be considered a Change in Control; or


 


(ii)               
a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced
during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to
be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered
a Change in Control; or


 


(iii)             
a change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person
acquires (or has acquired during the twelve (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 fifty percent (50%) of the
total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided,
however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial
portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately
after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset
transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly,
fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at
least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in
this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes of
this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 






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Further and for
the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of
the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


(f)                 
“Code” means the United States Internal Revenue Code of 1986, as amended. Reference to a specific section of
the Code or United States Treasury Regulation thereunder will include such section or regulation, any valid regulation or other
official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.


 


(g)               
“Committee” means the Compensation Committee of the Board or any subcommittee referred to in Section 4(e).


 


(h)               
“Common Stock” means the common stock of the Company, $0.0001 par value per share, as the same may be converted,
changed, reclassified or exchanged.


 


(i)                 
“Company” means Rimini Street, Inc., a Delaware corporation, or any successor to all or substantially all of
the Company’s business that adopts the Plan.


 


(j)                 
 “Contributions” means the amount of Eligible Pay contributed by a Participant through payroll deductions or
other payments that the Committee may permit a Participant to make to fund the exercise of rights to purchase Shares granted pursuant
to the Plan.


 


(k)               
 “Designated Company” means any Parent, Subsidiary or Affiliate, whether now existing or existing in the future,
that has been designated by the Committee from time to time in its sole discretion as eligible to participate in the Plan. The
Committee may designate Subsidiaries or Affiliates as Designated Companies in a Non-423 Offering. For purposes of a Section 423
Offering, only the Company and any Parent or Subsidiary may be Designated Companies; provided, however, that at any given time,
a Subsidiary that is a Designated Company under a Section 423 Offering will not be a Designated Company under a Non-423 Offering.


 


(l)                 
 “Effective Date” means the date the Plan is approved by the Board, subject to stockholder approval as provided
in Section 18 hereof.


 


(m)              
 “Eligible Employee” means any individual in an employee-employer relationship with the Company or a Designated
Company for income tax and employment tax withholding and reporting purposes. For purposes of clarity, the term “Eligible
Employee” will not include the following, regardless of any subsequent reclassification as an employee by the Company or
a Designated Company, any governmental agency, or any court: (i) any independent contractor; (ii) any consultant; (iii) any individual
performing services for the Company or a Designated Company who has entered into an independent contractor or consultant agreement
with the Company or a Designated Company; (iv) any individual performing services for the Company or a Designated Company under
a purchase order, a supplier agreement or any other agreement that the Company or a Designated Company enters into for services;
(v) any individual classified by the Company or a Designated Company as contract labor (such as contractors, contract employees,
job shoppers), regardless of length of service; (vi) any individual whose base wage or salary is not processed for payment by the
payroll department(s) or payroll provider(s) of the Company or a Designated Company; and (vii) any leased employee. The Committee
will have exclusive discretion to determine whether an individual is an Eligible Employee for purposes of the Plan.


 


(n)               
 “Eligible Pay” means the total amount paid by the Company or any Parent, Subsidiary or Affiliate to the Eligible
Employee (other than amounts paid after termination of employment date, even if such amounts are paid for pre-termination date
services) as base salary or wages (including 13th/14th month payments or similar concepts under local law) and any portion of such
amounts voluntarily deferred or reduced by the Eligible Employee (i) under any employee benefit plan of the Company or a Parent,
Subsidiary or Affiliate available to all levels of employees on a non-discriminatory basis upon satisfaction of eligibility requirements,
and (ii) under any deferral plan of the Company (provided such amounts would not otherwise have been excluded had they not been
deferred), but excluding cash bonuses, commissions, overtime pay, stipends, lump sum payments in lieu of foregone merit increases,
“bonus buyouts” as the result of job changes, pension, retainers, severance pay, special stay-on bonus, income derived
from stock options, stock appreciation rights, restricted stock units and dispositions of stock acquired thereunder, any other
allowances, and any other special remuneration or variable pay. For Eligible Employees in the United States, Eligible Pay will
include elective amounts that are not includible in gross income of the Eligible Employee by reason of Sections 125, 132(f)(4),
402(e)(3), 402(h) or 403(b) of the Code. The Committee will have discretion to determine the application of this definition to
Eligible Employees outside the United States.


 






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(o)               
 “Enrollment Period” means the period during which an Eligible Employee may elect to participate in the Plan,
with such period occurring before the first day of each Offering Period, as prescribed by the Administrator.


 


(p)               
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, from time to time, or any
successor law thereto, and the regulations promulgated thereunder.


 


(q)               
“Fair Market Value” means, as of any given date, (i) the closing sales price for the Common Stock on the applicable
date as quoted on the Nasdaq Global Market or, if no sale occurred on such date, the closing price reported for the first Trading
Day immediately prior to such date during which a sale occurred; or (ii) if the Common Stock is not traded on an exchange but is
regularly quoted on a national market or other quotation system, the closing sales price on such date as quoted on such market
or system, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices are reported;
or (iii) in the absence of an established market for the Common Stock of the type described in (i) or (ii) of this Section 1(q),
the fair market value established by the Committee acting in good faith.


 


(r)                 
“Fiscal Year” means the fiscal year of the Company.


 


(s)                
“Offering” means a Section 423 Offering or a Non-423 Offering of a right to purchase Shares under the Plan during
an Offering Period as further described in Section 6. Unless otherwise determined by the Committee, each Offering under the Plan
in which Eligible Employees of one or more Designated Companies may participate will be deemed a separate offering for purposes
of Section 423 of the Code, even if the dates of the applicable Offering Periods of each such Offering are identical, and the provisions
of the Plan will separately apply to each Offering. With respect to Section 423 Offerings, the terms of separate Offerings need
not be identical provided that all Eligible Employees granted purchase rights in a particular Offering will have the same rights
and privileges, except as otherwise may be permitted by Code Section 423; a Non-423 Offering need not satisfy such requirements.


 


(t)                 
“Offering Period” means the periods established in accordance with Section 6 during which rights to purchase
Shares may be granted pursuant to the Plan and Shares may be purchased on one or more Purchase Dates. The duration and timing of
Offering Periods may be changed pursuant to Sections 6 and 17.


 


(u)               
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section
424(e) of the Code.


 


(v)               
“Participant” means an Eligible Employee who elects to participate in the Plan.


 


(w)              
“Plan” means the Rimini Street, Inc., 2018 Employee Stock Purchase Plan, as may be amended from time to time.


 


(x)               
“Purchase Date” means the last Trading Day of each Purchase Period (or such other Trading Day as the Committee
may determine).


 


(y)               
“Purchase Period” means a period of time within an Offering Period, as may be specified by the Committee in
accordance with Section 6, generally beginning on the first Trading Day of each Offering Period and ending on a Purchase Date.
An Offering Period may consist of one or more Purchase Periods.


 






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(z)                
“Purchase Price” means the purchase price at which Shares may be acquired on a Purchase Date and which will
be set by the Committee; provided, however, that the Purchase Price for a Section 423 Offering will not be less than eighty-five
percent (85%) of the lesser of (i) the Fair Market Value of the Shares on the first Trading Day of the Offering Period or (ii)
the Fair Market Value of the Shares on the Purchase Date. Unless otherwise determined by the Committee prior to the commencement
of an Offering Period, the Purchase Price will be eighty-five percent (85%) of the lesser of (a) the Fair Market Value of the Shares
on the first Trading Day of the Offering Period or (b) the Fair Market Value of the Shares on the Purchase Date.


 


(aa)             
“Shares” means the shares of Common Stock.


 


(bb)            
“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code.


 


(cc)             
“Tax-Related Items” means any income tax, social insurance, payroll tax, payment on account or other tax-related
items arising in relation to the Participant’s participation in the Plan.


 


(dd)            
“Trading Day” means a day on which the principal exchange that Shares are listed on is open for trading.


 


2.       Purpose
of the Plan. The purpose of the Plan is to provide an opportunity for Eligible Employees of the Company and its Designated
Companies to purchase Common Stock at a discount through voluntary Contributions, thereby attracting, retaining and rewarding such
persons and strengthening the mutuality of interest between such persons and the Company’s stockholders. The Company intends
for offerings under the Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code (each, a
“Section 423 Offering”); provided, however, that the Committee may also authorize the grant of rights under offerings
of the Plan that are not intended to comply with the requirements of Section 423 of the Code, pursuant to any rules, procedures,
agreements, appendices, or sub-plans adopted by the Committee for such purpose (each, a “Non-423 Offering”).


 


3.       Number
of Reserved Shares. Subject to adjustment pursuant to Section 16 hereof, 5,000,000 (Five Million) Shares may be sold pursuant
to the Plan. Such Shares may be authorized but unissued Shares, treasury Shares or Shares purchased in the open market. For avoidance
of doubt, up to the maximum number of Shares reserved under this Section 3 may be used to satisfy purchases of Shares under Section
423 Offerings and any remaining portion of such maximum number of Shares may be used to satisfy purchases of Shares under Non-423
Offerings.


 


4.       Administration
of the Plan.


 


(a)                
Committee as Administrator. The Plan will be administered by the Committee. Notwithstanding anything in the Plan
to the contrary, subject to Applicable Law, any authority or responsibility that, under the terms of the Plan, may be exercised
by the Committee may alternatively be exercised by the Board. Subject to Applicable Law, no member of the Board or Committee (or
its delegates) will be liable for any good faith action or determination made in connection with the operation, administration
or interpretation of the Plan. In the performance of its responsibilities with respect to the Plan, the Committee will be entitled
to rely upon, and no member of the Committee will be liable for any action taken or not taken in reliance upon, information and/or
advice furnished by the Company’s officers or employees, the Company’s accountants, the Company’s counsel and
any other party that the Committee deems necessary.


 


(b)               
Powers of the Committee. The Committee will have full power and authority to: administer the Plan, including, without
limitation, the authority to (i) construe, interpret, reconcile any inconsistency in, correct any default in and supply any omission
in, and apply the terms of the Plan and any enrollment form or other instrument or agreement relating to the Plan, (ii) determine
eligibility and adjudicate all disputed claims filed under the Plan, including whether Eligible Employees will participate in a
Section 423 Offering or a Non-423 Offering and which Subsidiaries and Affiliates of the Company (or Parent, if applicable) will
be Designated Companies participating in either a Section 423 Offering or a Non-423 Offering, (iii) determine the terms and conditions
of any right to purchase Shares under the Plan, (iv) establish, amend, suspend or waive such rules and regulations and appoint
such agents as it deems appropriate for the proper administration of the Plan, (v) amend an outstanding right to purchase Shares,
including any amendments to a right that may be necessary for purposes of effecting a transaction contemplated under Section 16
hereof (including, but not limited to, an amendment to the class or type of stock that may be issued pursuant to the exercise of
a right or the Purchase Price applicable to a right), provided that the amended right otherwise conforms to the terms of the Plan,
and (vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration
of the Plan including, without limitation, the adoption of such any rules, procedures, agreements, appendices, or sub-plans (collectively,
“Sub-Plans”) as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals
or employed outside the United States, as further set forth in Section 4(c) below.


 






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(c)                
Non-U.S. Sub-Plans. Notwithstanding any provision to the contrary in this Plan, the Committee may adopt such Sub-Plans
relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, customs and procedures
for jurisdictions outside of the United States, the terms of which Sub-Plans may take precedence over other provisions of this
Plan, with the exception of Section 3 hereof, but unless otherwise superseded by the terms of such Sub-Plan, the provisions of
this Plan will govern the operation of such Sub-Plan. To the extent inconsistent with the requirements of Section 423, any such
Sub-Plan will be considered part of a Non-423 Offering, and purchase rights granted thereunder will not be required by the terms
of the Plan to comply with Section 423 of the Code. Without limiting the generality of the foregoing, the Committee is authorized
to adopt Sub-Plans for particular non-U.S. jurisdictions that modify the terms of the Plan to meet applicable local requirements,
customs or procedures regarding, without limitation, (i) eligibility to participate, (ii) the definition of Eligible Pay, (iii)
the dates and duration of Offering Periods or other periods during which Participants may make Contributions towards the purchase
of Shares, (iv) the method of determining the Purchase Price and the discount from Fair Market Value at which Shares may be purchased,
(v) any minimum or maximum amount of Contributions a Participant may make in an Offering Period or other specified period under
the applicable Sub-Plan, (vi) the treatment of purchase rights upon a Change in Control or a change in capitalization of the Company,
(vii) the handling of payroll deductions, (viii) establishment of bank, building society or trust accounts to hold Contributions,
(ix) payment of interest, (x) conversion of local currency, (xi) obligations to pay payroll tax, (xii) determination of beneficiary
designation requirements, (xiii) withholding procedures and (xiv) handling of Share issuances.


 


(d)               
Binding Authority. All determinations by the Committee in carrying out and administering the Plan and in construing
and interpreting the Plan and any enrollment form or other instrument or agreement relating to the Plan will be made in the Committee’s
sole discretion and will be final, binding and conclusive for all purposes and upon all interested persons.


 


(e)                
Delegation of Authority. To the extent not prohibited by Applicable Law, the Committee may, from time to time, delegate
some or all of its authority under the Plan to a subcommittee or subcommittees of the Committee, the Administrator or other persons
or groups of persons as it deems necessary, appropriate or advisable under conditions or limitations that it may set at or after
the time of the delegation. For purposes of the Plan, reference to the Committee will be deemed to refer to any subcommittee, subcommittees,
or other persons or groups of persons to whom the Committee delegates authority pursuant to this Section 4(e).


 


5.       Eligible
Employees.


 


(a)                
General. Any individual who is an Eligible Employee as of the commencement of an Offering Period will be eligible
to participate in the Plan, subject to the requirements of Section 7.


 


(b)               
Non-U.S. Employees. An Eligible Employee who works for a Designated Company and is a citizen or resident of a jurisdiction
other than the United States (without regard to whether such individual also is a citizen or resident of the United States or is
a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an
Offering if the participation of such Eligible Employee is prohibited under the laws of the applicable jurisdiction or if complying
with the laws of the applicable jurisdiction would cause the Plan or a Section 423 Offering to violate Section 423 of the Code.
In the case of a Non-423 Offering, an Eligible Employee (or group of Eligible Employees) may be excluded from participation in
the Plan or an Offering if the Administrator has determined, in its sole discretion, that participation of such Eligible Employee(s)
is not advisable or practicable for any reason.


 






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(c)                
Limitations. Notwithstanding any provisions of the Plan to the contrary, no Eligible Employee will be granted a right
to purchase Shares under a Section 423 Offering (i) to the extent that, immediately after the grant, such Eligible Employee (or
any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital
stock of the Company and/or hold outstanding rights to purchase capital stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary of the Company,
or (ii) to the extent that his or her rights to purchase capital stock under all employee stock purchase plans of the Company and
its Parent and Subsidiaries accrues at a rate that exceeds Twenty-Five Thousand Dollars (US$25,000) worth of such stock (determined
at the fair market value of the shares of such stock at the time such right is granted) for each calendar year in which such purchase
right is outstanding. The Committee, in its discretion, from time to time may, prior to an Enrollment Period for all purchase rights
to be granted in an Offering, determine (on a uniform and nondiscriminatory basis for Section 423 Offerings) that the definition
of Eligible Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service
since his or her last hire date (or such lesser period of time as may be determined by the Committee in its discretion), (ii) customarily
works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Committee in its discretion),
(iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by
the Committee in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v)
is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or who
is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied
with respect to each Section 423 Offering in an identical manner to all highly compensated individuals of the Designated Company
whose employees are participating in that Offering.


 


6.       Offering
Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading
Day of the relevant Offering Period and terminating on the last Trading Day of the relevant Offering Period. Unless and until the
Committee determines otherwise in its discretion, each Offering Period will consist of one (1) six (6)-month Purchase Period, which
will run simultaneously with the Offering Period. Unless otherwise provided by the Committee, Offering Periods will run from November
15 (or the first Trading Day thereafter) through June 14 (or the first Trading Day prior to such date) and from June 15 (or the
first Trading Day thereafter) through November 14 (or the first Trading Day prior to such date). The Committee has authority to
establish additional or alternative sequential or overlapping Offering Periods, a different number of Purchase Periods within an
Offering Period, a different duration for one or more Offering Periods or Purchase Periods or different commencement or ending
dates for such Offering Periods with respect to future offerings without stockholder approval if such change is announced prior
to the scheduled beginning of the first Offering Period to be affected thereafter, provided, however, that no Offering Period may
have a duration exceeding twenty-seven (27) months. To the extent that the Committee establishes overlapping Offering Periods with
more than one Purchase Period in each Offering Period, the Committee will have the discretion to structure an Offering Period so
that if the Fair Market Value of the Common Stock on any Purchase Date within an Offering Period is less than the Fair Market Value
of the Common Stock on the first Trading Day of that Offering Period, then (i) that Offering Period will terminate immediately
following such Purchase Date, and (ii) the Participants in such terminated Offering Period will be automatically enrolled in a
new Offering Period beginning on the first Trading Day of the subsequent new Purchase Period.


 


7.       Election
to Participate and Payroll Deductions. An Eligible Employee may elect to participate in an Offering Period under the Plan during
any Enrollment Period. Any such election will be made by completing the online enrollment process through the Company’s designated
Plan broker or by completing and submitting an enrollment form to the Administrator during such Enrollment Period, authorizing
Contributions in whole percentages from 1% to 10% of the Eligible Employee’s Eligible Pay for the Purchase Period within
the Offering Period to which the deduction applies. A Participant may elect to increase or decrease the rate of such Contributions
during any subsequent Enrollment Period by submitting the appropriate form online through the Company’s designated Plan broker
or to the Administrator, provided that no change in Contributions will be permitted to the extent that such change would result
in total Contributions exceeding 10% of the Eligible Employee’s Eligible Pay, or such other maximum amount as may be determined
by the Administrator. During a Purchase Period, a Participant may reduce his or her rate of Contributions, including to 0%, to
become effective as soon as possible after completing an amended enrollment form (either through the Company’s online Plan
enrollment process or by submitting the appropriate form to the Administrator). The Participant may not, however, effect more than
one such reduction per Purchase Period. Except for one reduction in the rate of Contributions per Purchase Period, a Participant
may not initiate, increase or decrease Contributions as of any date within an Offering Period, unless otherwise determined by the
Administrator. If a Participant reduces his or her rate of Contributions to 0% during an Offering Period and does not increase
such rate of Contributions above 0% prior to the commencement of the next subsequent Offering Period under the Plan, such action
will be treated as the Participant’s withdrawal from the Plan in accordance with Section 14 hereof. The Administrator has
the authority to change the foregoing rules set forth in this Section 7 regarding participation in the Plan.


 






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8.       Contributions.
The Company will establish an account in the form of a bookkeeping entry for each Participant for the purpose of tracking Contributions
made by each Participant during the Offering Period, and will credit all Contributions made by each Participant to such account.
The Company will not be obligated to segregate the Contributions from the general funds of the Company or any Designated Company
nor will any interest be paid on such Contributions, unless otherwise determined by the Administrator or required by Applicable
Law. All Contributions received by the Company for Shares sold by the Company on any Purchase Date pursuant to this Plan may be
used for any corporate purpose.


 


9.       Limitation
on Number of Shares That an Employee May Purchase. Subject to the limitations set forth in Section 5(c), each Participant will
have the right to purchase as many whole Shares as may be purchased with the Contributions credited to his or her account as of
the last day of the Offering Period (or such other date as the Committee may determine) at the Purchase Price applicable to such
Offering Period; provided, however, that a Participant may not purchase in excess of 10,000 Shares under the Plan per Offering
Period or such other maximum number of Shares as may be established for an Offering Period by the Committee (in each case subject
to adjustment pursuant to Section 16 hereof). Any amount remaining in a Participant’s account that was not applied to the
purchase of Shares on a Purchase Date because it was not sufficient to purchase a whole Share will be carried forward for the purchase
of Shares on the next following Purchase Date. However, any amounts not applied to the purchase of Shares during an Offering Period
for any reason other than as described in the foregoing sentence shall be promptly refunded following such Purchase Date and will
not be carried forward to any subsequent Offering Period.


 


10.       Taxes.
At the time a Participant’s purchase right is exercised, in whole or in part, or at the time a Participant disposes of some
or all of the Shares acquired under the Plan, the Participant will make adequate provision for any Tax-Related Items. In their
sole discretion, and except as otherwise determined by the Committee, the Company or the Designated Company that employs the Participant
may satisfy their obligations to withhold Tax-Related Items by (a) withholding from the Participant’s wages or other compensation,
(b) withholding a sufficient whole number of Shares otherwise issuable following purchase having an aggregate Fair Market Value
sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares, or (c) withholding from proceeds from
the sale of Shares issued upon purchase, either through a voluntary sale or a mandatory sale arranged by the Company.


 


11.       Brokerage
Accounts or Plan Share Accounts. By enrolling in the Plan, each Participant will be deemed to have authorized the establishment
of a brokerage account on his or her behalf at a securities brokerage firm selected by the Administrator. Alternatively, the Administrator
may provide for Plan share accounts for each Participant to be established by the Company or by an outside entity selected by the
Administrator which is not a brokerage firm. Shares purchased by a Participant pursuant to the Plan will be held in the Participant’s
brokerage or Plan share account. The Company may require that Shares be retained in such brokerage or Plan share account for a
designated period of time, and/or may establish procedures to permit tracking of dispositions of Shares.


 


12.       Rights
as a Stockholder. A Participant will have no rights as a stockholder with respect to Shares subject to any rights granted under
this Plan or any Shares deliverable under this Plan unless and until recorded in the books of the brokerage firm selected by the
Administrator or, as applicable, the Company, its transfer agent, stock plan administrator or such other outside entity which is
not a brokerage firm.


 


13.       Rights
Not Transferable. Rights granted under this Plan are not transferable by a Participant other than by will or the laws of descent
and distribution, and are exercisable during a Participant’s lifetime only by the Participant.


 


14.       Withdrawals.
A Participant may withdraw from an Offering Period by submitting the appropriate form online through the Company’s designated
Plan broker or to the Administrator. A notice of withdrawal must be received no later than the last day of the month immediately
preceding the month of the Purchase Date or by such other deadline as may be prescribed by the Administrator. Upon receipt of such
notice, automatic deductions of Contributions on behalf of the Participant will be discontinued commencing with the payroll period
immediately following the effective date of the notice of withdrawal, and such Participant will not be eligible to participate
in the Plan until the next Enrollment Period. Unless otherwise determined by the Administrator, amounts credited to the contribution
account of any Participant who withdraws prior to the date set forth in this Section 14 will be refunded, without interest, as
soon as practicable.


 






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15.       Termination
of Employment.


 


(a)                
General. Upon a Participant ceasing to be an Eligible Employee for any reason prior to a Purchase Date, Contributions
for such Participant will be discontinued and any amounts then credited to the Participant’s contribution account will be
refunded, without interest, as soon as practicable, except as otherwise determined by the Administrator.


 


(b)               
Leave of Absence. Subject to the discretion of the Administrator, if a Participant is granted a paid leave of absence,
payroll deductions on behalf of the Participant will continue and any amounts credited to the Participant’s contribution
account may be used to purchase Shares as provided under the Plan. If a Participant is granted an unpaid leave of absence, payroll
deductions on behalf of the Participant will be discontinued and no other Contributions will be permitted (unless otherwise determined
by the Administrator or required by Applicable Law), but any amounts then credited to the Participant’s contribution account
may be used to purchase Shares on the next applicable Purchase Date. Where the period of leave exceeds three (3) months and the
Participant’s right to reemployment is not guaranteed by statute or by contract, the employment relationship will be deemed
to have terminated three (3) months and one (1) day following the commencement of such leave.


 


(c)                
Transfer of Employment. Unless otherwise determined by the Administrator, a Participant whose employment transfers
or whose employment terminates with an immediate rehire (with no break in service) by or between the Company or a Designated Company
will not be treated as having terminated employment for purposes of participating in the Plan or an Offering; however, if a Participant
transfers from a Section 423 Offering to a Non-423 Offering, the exercise of the Participant’s purchase right will be qualified
under the Section 423 Offering only to the extent that such exercise complies with Section 423 of the Code. If a Participant transfers
from a Non-423 Offering to a Section 423 Offering, the exercise of the Participant’s purchase right will remain non-qualified
under the Non-423 Offering.


 


16.       Adjustment
Provisions. 




 


(a)                
Changes in Capitalization. In the event of any change affecting the number, class, value, or terms of the shares
of Common Stock resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, split up, combination,
reclassification or exchange of Shares, merger, consolidation, rights offering, separation, reorganization or liquidation or any
other change in the corporate structure or Shares, including any extraordinary dividend or extraordinary distribution (but excluding
any regular cash dividend), then the Committee, in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common
Stock that may be delivered under the Plan (including the numerical limits of Sections 3 and 9), the Purchase Price per Share and
the number of shares of Common Stock covered by each right under the Plan that has not yet been exercised. For the avoidance of
doubt, the Committee may not delegate its authority to make adjustments pursuant to this Section. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class,
will affect, and no adjustment by reason thereof will be made with respect to, the number or price of Shares subject to a purchase
right.


 


(b)               
Change in Control. In the event of a Change in Control, each outstanding right to purchase Shares will be equitably
adjusted and assumed or an equivalent right to purchase Shares substituted by the successor corporation or a parent or subsidiary
of the successor corporation. In the event that the successor corporation in a Change in Control refuses to assume or substitute
for the purchase right or the successor corporation is not a publicly traded corporation, the Offering Period then in progress
will be shortened by setting a New Purchase Date and will end on the New Purchase Date. The New Purchase Date will be before the
date of the Company’s proposed Change in Control. The Committee will notify each Participant in writing, at least ten (10)
Trading Days prior to the New Purchase Date, that the Purchase Date for the Participant’s purchase right has been changed
to the New Purchase Date and that Shares will be purchased automatically for the Participant on the New Purchase Date, unless prior
to such date the Participant has withdrawn from the Offering Period, as provided in Section 14 hereof.


 






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17.       Amendments
and Termination of the Plan. The Board or the Committee may amend the Plan at any time, provided that, if stockholder approval
is required pursuant to Applicable Law, then no such amendment will be effective unless approved by the Company’s stockholders
within such time period as may be required. The Board may suspend the Plan or discontinue the Plan at any time, including shortening
an Offering Period in connection with a spin-off or other similar corporate event. Upon termination of the Plan, all Contributions
will cease and all amounts then credited to a Participant’s account will be equitably applied to the purchase of whole
Shares then available for sale, and any remaining amounts will be promptly refunded, without interest, to Participants. For the
avoidance of doubt, the Board or Committee, as applicable herein, may not delegate its authority to make amendments to or suspend
the operations of the Plan pursuant to this Section.


 


18.       Stockholder
Approval; Effective Date. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months
after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required
under Applicable Laws. The Plan will become effective on the Effective Date, subject to approval of the stockholders of the Company
as contemplated in the foregoing sentence. For the avoidance of doubt, the Board may not delegate its authority to approve the
Plan pursuant to this Section.


 


19.       Conditions
Upon Issuance of Shares. Notwithstanding any other provision of the Plan, unless there is an available exemption from any registration,
qualification or other legal requirement applicable to the Shares, the Company will not be required to deliver any Shares issuable
upon exercise of a right under the Plan prior to the completion of any registration or qualification of the Shares under any
local, state, federal or foreign securities or exchange control law or under rulings or regulations of any governmental regulatory
body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which
registration, qualification or approval the Committee will, in its absolute discretion, deem necessary or advisable. The Company
is under no obligation to register or qualify the Shares with any state or foreign securities commission, or to seek approval or
clearance from any governmental authority for the issuance or sale of the Shares. If, pursuant to this Section 19, the Committee
determines that the Shares will not be issued to any Participant, any Contributions credited to such Participant’s account
will be promptly refunded, without interest, to the Participant, without any liability to the Company or any of its Subsidiaries
or Affiliates (or any Parent, if applicable).


 


20.       Code
Section 409A; Tax Qualification.


 


(a)       Code
Section 409A. Rights to purchase Shares granted under a Section 423 Offering are exempt from the application of Section 409A
of the Code and rights to purchase Shares granted under a Non-423 Offering are intended to be exempt from Section 409A of the Code
pursuant to the “short-term deferral” exemption contained therein. In furtherance of the foregoing and notwithstanding
any provision in the Plan to the contrary, if the Committee determines that a right granted under the Plan may be subject to Section
409A of the Code or that any provision in the Plan would cause a right under the Plan to be subject to Section 409A of the Code,
the Committee may amend the terms of the Plan and/or of an outstanding right granted under the Plan, or take such other action
the Committee determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding
right or future right that may be granted under the Plan from or to allow any such rights to comply with Section 409A of the Code,
but only to the extent any such amendments or action by the Committee would not violate Section 409A of the Code. Notwithstanding
the foregoing, the Company will have no liability to a Participant or any other party if the right to purchase Shares under the
Plan that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action
taken by the Committee with respect thereto. The Company makes no representation that the right to purchase Shares under the Plan
is compliant with Section 409A of the Code.


 


(b)       Tax
Qualification. Although the Company may endeavor to (i) qualify a right to purchase Shares for favorable tax treatment under
the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under
Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable
or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 20(a) hereof. The
Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under
the Plan.


 






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21.       No
Employment Rights. Participation in the Plan will not be construed as giving any Participant the right to be retained as an
employee of the Company, its Subsidiary, or one of its Affiliates or Parent, as applicable. Furthermore, the Company, a Subsidiary,
or an Affiliate (or Parent, if applicable) may dismiss any Participant from employment at any time, free from any liability or
any claim under the Plan.


 


22.       Governing
Law; Choice of Forum. Except to the extent that provisions of this Plan are governed by applicable provisions of the Code or
any other substantive provision of United States federal law, this Plan will be governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to the conflict of laws principles thereof. The Company and each Participant,
as a condition to such Participant’s participation in the Plan, hereby irrevocably submit to the exclusive jurisdiction of
any state or U.S. federal court located in Alameda County, California over any suit, action or proceeding arising out of or relating
to or concerning the Plan. The Company and each Participant, as a condition to such Participant’s participation in the Plan,
acknowledge that the forum designated by this Section 22 has a reasonable relation to the Plan and to the relationship between
such Participant and the Company. Notwithstanding the foregoing, nothing in the Plan will preclude the Company from bringing any
action or proceeding in any other court for the purpose of enforcing the provisions of this Section 22. The agreement by the Company
and each Participant as to forum is independent of the law that may be applied in the action, and the Company and each Participant,
as a condition to such Participant’s participation in the Plan, (i) agree to such forum even if the forum may under applicable
law choose to apply non-forum law, (ii) hereby waive, to the fullest extent permitted by applicable law, any objection which the
Company or such Participant now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action
or proceeding in any court referred to in this Section 22, (iii) undertake not to commence any action arising out of or relating
to or concerning the Plan in any forum other than the forum described in this Section 22 and (iv) agree that, to the fullest extent
permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will
be conclusive and binding upon the Company and each Participant.


 


23.       Waiver
of Jury Trial. Each Participant waives any right it may have to trial by jury in respect of any litigation based on, arising
out of, under or in connection with the Plan.


 


24.       Headings.
Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings will
not be deemed in any way material or relevant to the construction or interpretation of the Plan.


 


25.       Expenses.
Unless otherwise set forth in the Plan or determined by the Administrator, all expenses of administering the Plan, including expenses
incurred in connection with the purchase of Shares for sale to Participants, will be borne by the Company and its Subsidiaries
or Affiliates (or any Parent, if applicable).


 


* * * *


 






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