EXHIBIT
10.1


 





 


Employee
Stock Purchase Plan


 




    	 



     


    

 


LUCID
DIAGNOSTICS INC.


EMPLOYEE
STOCK PURCHASE PLAN


(Effective
as of November 9, 2021)


 


Effective
as of the Effective Date, the Board (or an appropriate committee thereof) adopted this Plan, which shall govern all grants of Options
made after the Effective Date.


 


	 	1.	Purpose
    of the Plan. The purpose of this Plan is to encourage and enable Eligible Employees of the Company and certain of its Subsidiaries
    to acquire proprietary interests in the Company through the ownership of Shares. It is the intention of the Company to have this
    Plan and the Options granted pursuant to this Plan satisfy the requirements of Section 423 of the Code; provided, however, that the
    Administrator may also authorize the grant of Options 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 Administrator
    for such purpose (each, a “Non-423 Offering”).
	 	 	 
	 	2.	Definitions.
    Unless otherwise provided in the Plan, capitalized terms, when used herein, shall have the
    following respective meanings:
	 	 	 
	 	 	a.	“Account”
    shall mean a bookkeeping account established and maintained to record the amount of funds accumulated pursuant to the Plan with respect
    to a Participant for purchasing Shares under this Plan.
	 	 	 	 
	 	 	b.	“Administrator”
    shall mean the Board, the Compensation Committee of the Board or any other committee appointed
    by the Board.
	 	 	 	 
	 	 	c.	“Applicable
    Laws” shall mean all applicable laws, rules, regulations and requirements, including,
    but not limited to, U.S. state corporate laws, U.S. federal and state securities laws, the Code, the rules of any stock exchange
    or quotation system on which the Shares are listed or quoted and the applicable laws, rules, regulations and requirements of any
    other country or jurisdiction where Options are granted under the Plan or where Eligible Employees reside or provide services, as
    such laws, rules, regulations and requirements shall be in effect from time to time.
	 	 	 	 
	 	 	d.	“Board”
    shall mean the Company’s Board of Directors.
	 	 	 	 
	 	 	e.	“Cashless
    Participation Agreement” shall mean an agreement in the form as may be adopted by the Administrator from time to time.
	 	 	 	 
	 	 	f.	“Cashless
    Participation Program” shall mean the program described in Section 9.
	 	 	 	 
	 	 	g.	“Change
    in Control” shall mean and include each of the following:
	 	 	 	 
	 	 		i.	A transaction or series of transactions (other than an offering
of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction
or series of transactions that meets the requirements of clauses (a) and (b) of subsection (iii) below) whereby any “person”
or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any of its Subsidiaries, an employee benefit
plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly
controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting
power of the Company’s securities outstanding immediately after such acquisition; or


 




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	 	 	 	ii.	During
    any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new
    director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction
    described in subsections (i) or (iii)) whose election by the Board or nomination for election by the Company’s stockholders
    was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of
    the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a
    majority thereof; or
	 	 	 	 	 
	 	 	 	iii.	The
    consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
    of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially
    all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or
    stock of another entity, in each case other than a transaction:
	 	 	 	 	 
	 	 	 	 	A.	which
    results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by
    remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
    controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets
    or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly
    or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately
    after the transaction, and
	 	 	 	 	 	 
	 	 	 	 	B.	after
    which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor
    Entity; provided, however, that no person or group shall be treated for purposes of this clause (b) as beneficially owning
    50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior
    to the consummation of the transaction.
	 	 	 	 	 	 
	 	 	 	The
    Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether
    a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental
    matters relating thereto.
	 	 	 	 	 	 
	 	 	h.	“Code”
    shall mean the U.S.
    Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.
	 	 	 	 	 	 
	 	 	i.	“Common
    Stock” shall mean the Company’s common stock.
	 	 	 	 	 	 
	 	 	j.	“Company”
    shall mean Lucid Diagnostics Inc.
	 	 	 	 	 	 
	 	 	k.	“Designated
    Entities”
    shall mean any Parent or Subsidiary designated by the Administrator from time to time, in its sole discretion, whose employees may
    participate in the Plan, if such employees otherwise qualify as Eligible Employees. The Administrator
    may provide that the non-U.S. Eligible Employees of any Designated Entity shall only be eligible
    to participate in a Non-423 Offering.


 




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	 	 	l.	“Effective
    Date” shall mean November 9, 2021.
	 	 	 	 	 
	 	 	m.	“Eligible
    Compensation”
    shall mean and refer to the Participant’s cash compensation paid through the Company’s or a Designated Entity’s
    payroll system for personal services rendered in the course of employment. “Eligible Compensation” shall be limited to
    amounts received by the Participant during the period he or she is participating in the Plan and includes salary, wages and other
    incentive payments, amounts contributed by the Participant to any
    benefit plan maintained by the Company or any Designated Entity (including any
    401(k) plan, 125 plan, or any other deferred compensation plan), overtime pay, commissions,
    draws against commissions, shift premiums, sick pay, vacation
    pay, holiday pay, severance pay and shutdown pay, except to the extent that the exclusion of
    any such item (or a sub-set of any such item) is specifically
    directed by the Administrator for all Eligible Employees. “Eligible Compensation” does not include any remuneration paid
    in a form other than cash, fringe benefits (including car allowances and relocation payments),
    employee discounts, expense reimbursement or allowances, long-term disability payments, workmen’s
    compensation payments, welfare benefits, and any contributions that the Company or any Designated Entity makes to any benefit plan
    (including any 401(k) plan or any other welfare or retirement plan).
	 	 	 	 	 
	 	 	n.	“Eligible
    Employee”
    shall mean any person, including an officer, who is employed by the Company or any Designated Entity.
	 	 	 	 
	 	 	o.	“Enrollment
    Agreement”
    means an agreement between the Company and an Eligible Employee, in such form as may be established
    by the Administrator from time to time, pursuant to which an Eligible
    Employee elects to participate in this Plan, or elects to make changes with respect to such participation as permitted by
    this Plan.
	 	 	 	 
	 	 	p.	“Enrollment
    Period” shall mean that period of time prescribed by the Administrator during which Eligible
    Employees may elect to participate in an Offering Period. The duration and timing of Enrollment
    Periods may be changed or modified by the Administrator from time to time.
	 	 	 	 
	 	 	q.	“Fair
    Market Value” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the last price
    (in regular trading) for a share of Common Stock as furnished by the National Association of Securities Dealers, Inc.
    (the “NASD”) through the NASDAQ Global Market Reporting System (the “Global Market”)
    or any other established stock exchange for the date in question or, if no sales of Common Stock were reported by the NASD on
    the Global Market or any other established stock exchange on that date, the last price (in regular
    trading) for a share of Common Stock as furnished by the NASD through the Global Market or any other established stock exchange for
    the last day preceding such day on which sales of Common Stock were reported. The Administrator may,
    however, provide with respect to one or more Options that the Fair Market Value shall equal the last price for a share of
    Common Stock as furnished by the NASD through the Global Market or any other established stock exchange on the last trading day preceding
    the date in question or the average of the high and low trading prices of a share of Common Stock as furnished by the NASD through
    the Global Market or any other established stock exchange for the date in question or the most recent trading day, provided that
    any such determination is made on a uniform basis with respect to all Options under the Plan or in a separate offering thereunder.
    If the Common Stock is no longer listed or is no longer actively traded on the Global Market or any other established stock
    exchange as of the applicable date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the
    Administrator for purposes of the Award in the circumstances. The Administrator also may adopt
    a different methodology for determining Fair Market Value with respect to one or more Options if a different methodology is necessary
    or advisable to secure any intended favorable tax, legal or other treatment for the particular Option(s) (for example,
    and without limitation, the Administrator may provide that Fair Market Value for purposes of one or more Options will be based
    on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant
    date).


 




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	 	 	r.	“Irrevocable
    Contract” shall mean an irrevocable enforceable contract in the form as may be adopted by the Administrator from time to
    time.
	 	 	 	 	 
	 	 	s.	“Offering
    Period Beginning Date” shall mean the first Trading
    Day of each Offering Period.
	 	 	 	 	 
	 	 	t.	“Offering
    Period” shall mean the period established in advance by the Administrator during which Payroll Contributions shall be collected
    to purchase Shares pursuant to an offering made under this Plan. Unless otherwise established by the Administrator prior to the start
    of an Offering Period, there shall be two Offering Periods that commence each year, and each
    shall be of approximately six months’ duration, with the first such Offering Period beginning on April 1 (or the first
    Trading Day following such April 1 if such April 1 is not a Trading Day) and ending on September 30 (or the Trading Day immediately
    preceding such September 30 if such September 30 is not a Trading Day), and the second such Offering Period beginning on October
    1 (or the first Trading Day following such October 1 if such October 1 is not a Trading Day) and ending on March 31 of the following
    year (or the Trading Day immediately preceding such March 31 if such March 31 is not a Trading Day).
	 	 	 	 	 
	 	 	u.	“Offering
    Period End Date” shall mean the last Trading Day of an Offering Period.
	 	 	 	 	 
	 	 	v.	“Option”
    shall mean the right granted to Participants to purchase Shares pursuant to an offering made under this Plan.
	 	 	 	 	 
	 	 	w.	“Outstanding
    Election” shall mean a Participant’s then-current election to purchase Shares in an Offering Period, or that part
    of such an election which has not been cancelled (including any voluntary cancellation under Section 10 and deemed cancellation under
    Section 15) prior to the close of business on the last Trading Day of the Offering Period or such other date as determined by the
    Administrator.
	 	 	 	 	 
	 	 	x.	“Parent”
    shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of the corporations
    other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock
    in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of
    the Plan shall be considered a Parent commencing as of such date.
	 	 	 	 	 
	 	 	y.	“Participant”
    shall mean an Eligible Employee who has elected to participate in the Plan pursuant to Section 6.
	 	 	 	 	 
	 	 	z.	“Payroll
    Contributions” shall have the meaning set forth in Section 8.
	 	 	 	 	 
	 	 	aa.	“Plan”
    shall mean this Lucid Diagnostics Inc. Employee Stock Purchase Plan as herein amended and restated, and as it may be further amended
    from time to time.


 




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	 	 	bb.	“Purchase
    Price Per Share” shall be the lower of (i) eighty-five percent (85%) of the Fair Market Value on the Offering Period
    Beginning Date or (ii) eighty- five percent (85%) of the Fair Market Value on the Offering Period End Date.
	 	 	 	 	 
	 	 	cc.	“Share”
    shall mean one share of Common Stock.
	 	 	 	 	 
	 	 	dd.	“Subsidiary”
    shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the
    corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total
    combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status
    of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.
	 	 	 	 
	 	 	ee.	“Termination of Service” means, in the case of an Employee, a cessation of the employee-employer relationship between the Employee and the Company or a Parent or a Subsidiary for any reason, including but not by way of limitation, a termination by resignation, discharge, death, disability, retirement or the disaffiliation of a Parent or a Subsidiary but excluding such termination where there is a simultaneous reemployment by the Company or a Parent or a Subsidiary, and excluding any bona fide and Company approved leave of absence such as family leave, medical leave, personal leave and military leave.
	 	 	 	 	 
	 	 	ff.	“Trading Day” shall mean a day on which national stock exchanges in the United States are open for trading.
	 	 	 	 	 
	 	3.	Shares
    Reserved for Plan. Subject to adjustment pursuant to Section 18, a maximum of 500,000 Shares may be delivered pursuant to Options
    granted under this Plan; provided that the maximum number of Shares that may be delivered pursuant to Options granted under this
    Plan will automatically and cumulatively increase on January 1, 2023 and on each subsequent January 1, through and including January
    1, 2032, by a number of shares (the “Annual Increase”) equal to the smallest of (i) 2% of the total number of shares
    of Common Stock outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 Shares, or (iii) an amount
    determined by the Board. The Shares reserved for issuance pursuant to this Plan shall be authorized but unissued Shares. If any Option
    granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such Option shall
    again become available for issuance under the Plan. All Shares issued under the Plan shall be free of
    a restricted legend. For the avoidance of doubt, up to the maximum number of Shares reserved under this Section 3 may be used
    to satisfy exercises of Options granted pursuant to this Plan under Section 423 of the Code and any remaining portion of such maximum
    number of Shares may be used to satisfy exercises of any Options that may be granted under a Non-423 Offering.
	 	 	 
	 	 	a.	If the number of Shares to be purchased by Participants on the Offering Period End Date exceeds the total number of Shares then available under the Plan, then the Administrator shall make a pro-rata allocation of any Shares that may be issued pursuant to the Plan in as uniform and equitable a manner as is reasonably practicable, as determined in the Administrator’s sole discretion. In such event, the Company shall provide written notice to each affected Participant of the reduction of the number of Shares to be purchased under the Participant’s Option.
	 	 	 	 	 
	 	 	b.	If the Administrator determines that some or all of the Shares to be purchased by Participants on the Offering Period End Date would not be issued in accordance with Applicable Laws or any approval by any regulatory body as may be required, or the Shares would not be issued pursuant to an effective Form S-8 registration statement or that the issuance of some or all of such Shares pursuant to a Form S-8 registration statement is not advisable due to the risk that such issuance will violate Applicable Laws, the Administrator may, without Participant consent, terminate any outstanding Offering Period and the Options granted pursuant thereto and refund in cash all affected Participants’ entire Account balances for such Offering Period as soon as practicable thereafter.


 




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	 	4.	Administration
    of the Plan. The Administrator shall have the authority and responsibility for the day-to-day administration of the Plan,
    which, to the extent permitted by Applicable Laws, it may delegate to a sub-committee.
    Subject to the provisions of the Plan, the Administrator shall have full authority, in its sole discretion, to take any actions it
    deems necessary or advisable for the administration of the Plan, including, but not limited to:
	 	 	 
	 	 	a.	Interpreting
    the Plan and adopting rules and regulations it deems appropriate to implement the Plan including amending any outstanding Option
    as it may deem advisable or necessary to comply with Applicable Laws, and making all other decisions
    relating to the operation of the Plan;
	 	 	 	 
	 	 	 	i.	Establishing
    the timing and length of Offering Periods;
	 	 	 	 	 
	 	 	 	ii.	Establishing
    minimum and maximum contribution rates;
	 	 	 	 	 
	 	 	 	iii.	Changing
    the existing limit set forth in Section 5.b on the number of Shares an Eligible Employee may elect to purchase with respect to any
    Offering Period, if such limits are announced prior to the first Offering Period to be affected;
	 	 	 	 	 
	 	 	 	iv.	Adopting
    such rules or sub-plans as may be deemed necessary or appropriate to comply with the laws of other countries, allow for tax- preferred
    treatment of the Options or otherwise provide for the participation by Eligible Employees who reside outside of the U.S., including
    determining which Eligible Employees are eligible to participate in a Non-423 Offering or other sub-plans established by the Administrator;
    and
	 	 	 	 	 
	 	 	 	v.	Establishing
    the exchange ratio applicable to amounts
    withheld in a currency other than U.S. dollars and permit payroll withholding more than
    the amount designated by a Participant to adjust for delays or mistakes in the processing of properly completed enrollment forms.
	 	 	 	 	 
	 	 	b.	 	The
    Administrator’s determinations
    under the Plan shall be final and
    binding on all persons.
	 	 	 	 	 
	 	5.	Grant
    of Option; Limitations.
	 	 	 
	 	 	a.	Grant
    of Option. On each Offering Period Beginning Date, each Participant shall automatically be
    granted an Option to purchase as many whole Shares as the Participant will be able to purchase with the Payroll Contributions credited
    to the Participant’s Account during the applicable Offering Period and the Cashless Participation
    loan proceeds if the Participant has agreed to the Cashless Participation Program, but in any event not more than 25,000 Shares.
	 	 	 	 	 
	 	 	b.	Limit
    on Value of Shares Purchased. Any provisions of the Plan to the contrary notwithstanding,
    excluding Options granted pursuant to any Non-423 Offering, no Participant shall be granted
    an Option to purchase Shares under this Plan which permits the Participant’s rights to
    purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company,
    its Parents and its Subsidiaries to accrue at a rate which exceeds twenty-five thousand
    dollars ($25,000) of the Fair Market Value of such stock
    (determined at the time such Options are granted) for each calendar year in
    which such Options are outstanding at any time.


 




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	 	 	C.	5%
    Owner Limit. Any provisions of the Plan to the contrary notwithstanding, no Participant shall be granted an Option to purchase
    Shares under this Plan if such Participant (or any other person whose stock would be attributed
    to such Participant pursuant to Section 424(d) of the Code), immediately after such Option is
    granted, would own or hold options to purchase Shares possessing
    five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any
    of its Parents or Subsidiaries.
	 	 	 	 
	 	 	 d.	Other
    Limitations. The Administrator may determine, as to any Offering Period, that the offer will not be extended to highly compensated
    Eligible Employees within the meaning of Section 4l4(q) of the Code. In addition, the Administrator
    may determine to impose a maximum number of Shares that may be purchased by any Participant and/or by all Participants in the aggregate
    during an Offering Period. 
	 	 	 	 
	 	6.	Participation
    in the Plan.
    An Eligible
    Employee may become a Participant for an Offering Period by completing the prescribed Enrollment Agreement and submitting
    such form to the Company (or the Company’s designee) as directed by the Company, or by
    following an electronic or other enrollment process as prescribed by the Company, during the
    Enrollment Period prior to the commencement of the Offering Period to which it relates. Such Enrollment Agreement shall contain the
    payroll deduction authorization described in Section 8. A Participant may participate in the Cashless
    Participation Program by executing the Cashless Participation Agreement and Irrevocable Contract pursuant to Section 9.
    Such Cashless Participation Agreement and Irrevocable Contract will not impair the Participant’s
    ability to withdraw from the Plan in accordance with Section 10. A payroll deduction authorization will be effective for the first
    Offering Period following the submission of the Enrollment
    Agreement and all subsequent Offering
    Periods as provided by Section 7 until it is terminated in accordance with Sections 10 or 15, it is modified by filing another Enrollment
    Agreement in accordance with this Section 6 or an election is made to decrease Payroll Contributions
    in accordance with Section 8
    or until the Participant’s employment terminates or the Participant is otherwise ineligible to participate in the Plan.
	 	 	 	 
	 	7.	Automatic
    Re-Enrollment. Following the end of each Offering Period, each Participant shall be automatically
    re-enrolled in the next Offering Period at the applicable rate of Payroll
    Contributions in effect on the last Trading Day of the prior Offering Period or otherwise as provided under Section
    8, and each Participant who participates in the Cashless Participation Program for an Offering Period will continue to participate
    in the Cashless Participation Program for subsequent Offering Periods, unless the Participant has elected to withdraw from
    the Plan in accordance with Section 10, the Participant’s employment terminates,
    or the Participant is otherwise ineligible to participate in the next Offering Period. Notwithstanding the foregoing, the Administrator
    may require current Participants to complete and submit a new Enrollment
    Agreement at any time it deems necessary or desirable to facilitate Plan administration
    or for any other reason.
	 	 	 	 
	 	8.	Payroll
    Contributions. Each Participant’s Enrollment Agreement
    shall contain a payroll deduction authorization pursuant to which he or she shall elect to
    have a designated whole percentage of Eligible Compensation between l% and 15% deducted on each
    payday during the Offering Period (less any amounts deducted pursuant to an employee stock purchase plan of any Parent or Subsidiary)
    and credited to the Participant’s Account for the purchase of Shares pursuant to the Offering Period (such amount, the “Payroll
    Contributions”). Payroll Contributions shall commence on the Offering
    Period Beginning Date of the first Offering Period to which the Enrollment Agreement relates
    (or as soon as administratively practicable thereafter) and shall
    continue through subsequent Offering Periods pursuant to Section 7.
    Participants shall not be permitted to make any separate cash payments into their Account
    for the purchase of Shares pursuant to an offering.


 




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	 	 	a.	If
    in any payroll period, a Participant has no pay or his or
    her pay is insufficient (after other authorized deductions) to permit deduction of the full amount of his or her Payroll
    Contribution election, then (i) the Payroll Contribution
    election for such payroll period shall be reduced to the amount of pay remaining, if any, after all other authorized deductions,
    and (ii) the percentage amount of Eligible Compensation shall be deemed to have been reduced
    by the amount of the reduction in the Payroll Contribution election for such payroll period.
    Deductions of the full amount originally elected by the Participant will recommence as soon as
    his or her pay is sufficient to permit such Payroll
    Contributions; provided, however, no additional amounts will be deducted to satisfy the Outstanding Election.
	 	 	 	 
	 	 	b.	Participant
    may elect to decrease, but not increase, the rate of his or her Payroll Contributions during
    an Offering Period by submitting the prescribed form to the Company (or the Company’s designee) at any time prior to the first
    day of the last calendar month of such Offering Period. Any such Payroll
    Contribution change will be effective as soon as administratively practicable thereafter and will remain in effect for successive
    Offering Periods as provided in Section 7. Participants will only be allowed to decrease the
    rate of Payroll Contributions once per Offering Period. Reductions in Payroll Contribution rates
    do not constitute a withdrawal or termination of the Plan. A Participant may only increase his or her rate of Payroll
    Contributions to be effective for the next Offering Period by completing and filing with the Company a new Enrollment
    Agreement authorizing the Payroll Contributions.
	 	 	 	 
	 	 	c.	Notwithstanding
    the foregoing, the Company may adjust a Participant’s Payroll Contributions and Cashless
    Participation loan amount at any time during an Offering Period to the extent necessary to comply with Section 423(b)(8) of the Code
    and the limitations of Section 5. Payroll Contributions will recommence and be made in accordance
    with the Outstanding Election prior to such Company adjustment
    starting with the first Offering Period that begins in the next calendar year (or such other time as is determined by the Administrator)
    unless the Participant withdraws in accordance with Section 10,
    is withdrawn from the Plan in accordance with Section 15 or is otherwise ineligible to
    participate in the Plan.
	 	 	 	 
	 	9.	Cashless
    Participation Program. An Eligible Employee may become a participant in the Cashless Participation Program by completing and
    submitting to the Company, its appointed plan administrator or Cashless Participation loan provider a Cashless Participation Agreement
    and an Irrevocable Contract, which shall contain terms and conditions of the Eligible Employee’s participation in the Cashless
    Participation Program, including, without limitation, the level of participation, sale price, loan terms, interest and repayment
    provisions. The aggregate outstanding principal amount of any loan to a Participant under the Cashless Participation Program will
    be equal to the difference between the Participant’s selected Payroll Contribution rate pursuant to Section 8 and the maximum
    allowable under the Plan for such Offering Period pursuant to Section 5. Participation in the Cashless Participation Program is available
    to all Eligible Employees (other than executive officers of the Company), unless prohibited by Applicable Law. All Employees must
    contribute a minimum of 1% of Eligible Compensation to be able to participate in the Cashless Participation program.
	 	 	 
	 	10.	Withdrawal
    from Offering Period After Offering Period Beginning Date. An Eligible Employee may withdraw from any Offering Period after the
    applicable Offering Period Beginning Date, in whole but not in part, at any time prior to the
    date specified by the Administrator or, if no such date is specified by the Administrator, ten
    days before the last Trading Day of such Offering Period, by submitting
    the prescribed withdrawal notice to the Company (or the Company’s designee). If a Participant withdraws from an Offering
    Period, the Participant’s Option for such Offering Period will automatically be terminated,
    and the Company will refund in cash the Participant’s entire Account balance for such Offering Period as soon as practicable
    thereafter. A Participant’s withdrawal from an Offering Period shall be irrevocable. If a Participant wishes to participate
    in a subsequent Offering Period, he or she must re-enroll in the Plan by timely submitting a
    new Enrollment Agreement in accordance with Section 6.


 




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	 	11.	Purchase
    of Stock. On the last Trading Day of each Offering Period, the Administrator shall cause the amount credited to each Participant’s
    Account from Payroll Contributions and any loan proceeds from the Cashless Participation Program
    to be applied to purchase as many Shares pursuant to the Participant’s Option as possible at the Purchase Price Per Share,
    subject to limitations of Sections 3 and 5, and amounts from the Participant’s Account that are used to purchase such Shares
    shall be deducted from such Participant’s Account. In no event may Shares be purchased pursuant to an Option more than 27 months
    after the Offering Period Beginning Date of such Option. Any amounts
    remaining credited to the Participant’s Account on the Offering Period End Date shall be returned to such Participant
    in one lump sum in cash as soon as reasonably practicable after the Offering Period End Date. At the time a Participant’s Options
    under the Plan are exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed
    of, the Participant must make adequate provision for the Company’s or a Parent’s or a Subsidiary’s federal, state,
    or other tax withholding obligations, if any, that arise upon the exercise of the Option or the disposition of the Common Stock acquired
    upon exercise of the Option. At any time, the Company or a Parent or a Subsidiary may, but shall not be obligated to, withhold from
    the Participant’s compensation the amount necessary for the Company or Parent or Subsidiary to meet applicable withholding
    obligations, including any withholding required to make available to the Company or Parent or Subsidiary any tax deductions or benefits
    attributable to the sale or early disposition by the Participant of Common Stock by the Participant upon exercise of the Option.
	 	 	 
	 	12.	Interest
    on Payments. No interest shall be paid on sums withheld from a Participant’s pay for the purchase of Shares under this
    Plan unless otherwise determined necessary by the Administrator.
	 	 	 
	 	13.	Rights
    as Shareholder. A Participant will not be a shareholder with respect to Shares subject to the Participant’s Options issued
    under the Plan until the Shares are purchased pursuant to the Options and such Shares are transferred
    into the Participant’s name on the Company’s books and records.
	 	 	 
	 	14.	Options
    Not Transferable. A Participant’s Options under this Plan may not be sold, pledged, assigned, or transferred in any manner.
    If a Participant sells, pledges, assigns or transfers his or her Options in violation of this Section 14, such Options shall immediately
    terminate, and the Participant shall immediately receive a refund of the amount then credited to the Participant’s Account.
    For the avoidance of doubt, participation in the Cashless Participation Program, including without limitation, the delivery to the
    Cashless Participation Provider of any Shares required for the repayment by the Participant of any Cashless Participation loan amount,
    will not be deemed to violate this Section 14.
	 	 	 
	 	15.	Deemed
    Cancellations.
	 	 	 
	 	 	a.	Termination
    of Service. In the event of a Participant’s Termination of Service, any outstanding
    Option held by the Participant shall immediately terminate, the Participant shall be withdrawn from the Plan and the Participant
    shall receive a refund of the amount contributed to the Plan.
	 	 	 	 
	 	 	b.	Death
    of a Participant. If a Participant dies, any outstanding Option held by the Participant shall immediately terminate and the Participant
    shall be withdrawn from the Plan. As soon as administratively practicable after the Participant’s death,
    the amount then credited to the Participant’s Account shall be remitted to the executor, administrator or other legal
    representative of the Participant’s estate or, if the Administrator permits a beneficiary
    designation, to the beneficiary or beneficiaries designated by the Participant if such designation has been filed with the Company
    or the Company’s designee before such Participant’s death. If such executor, administrator
    or other legal representative of the Participant ‘s estate has not been appointed (to the
    knowledge of the Company) or if the beneficiary or beneficiaries are no longer living at the time of the Participant’s death,
    the Company, in its discretion, may deliver the outstanding Account balance to the spouse or to any one or more dependents or relatives
    of the Participant or to such other person as the Company may designate.


 




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	 	16.	Application
    of Funds. All funds received by the Company in payment for Shares purchased under this Plan and held by the Company at any time
    may be used for any valid corporate purpose.
	 	 	 
	 	17.	No
    Employment/Service Rights. Neither the action of the Company in establishing the Plan, nor any action taken under the Plan by
    the Board or the Administrator, nor any provision of the Plan itself, shall be construed to grant any person the right to remain
    in the employ of the Company or any Parent or Subsidiary for any period of specific duration, and such person’s employment
    may be terminated at any time, with or without cause.
	 	 	 
	 	18.	Adjustments.
    Subject to Section 19, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification,
    recapitalization, stock split (including a stock split in
    the form of a stock dividend) or reverse stock split; any
    merger, combination, consolidation, or other reorganization;
    any spin-off, split-up, or similar extraordinary dividend distribution in respect of the
    Common Stock; or any exchange of Common Stock or other securities of the Company,
    or any similar, unusual or extraordinary corporate transaction in respect of the Common
    Stock; then the Administrator shall equitably and proportionately
    adjust (1) the number and type of Shares of Common Stock (or other securities) that thereafter
    may be made the subject of Options (including the specific Share limits, maximums and numbers
    of Shares set forth elsewhere in the Plan), (2) the number,
    amount and type of Shares of Common Stock (or other securities or property) subject to any outstanding Options, (3) the Purchase
    Price Per Share of any outstanding Options, and/or (4) the securities, cash or other property
    deliverable upon exercise or payment of any outstanding Options, in each case to the extent necessary
    to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding Options.
	 	 	 
	 	 	a.	It
    is intended that, if possible, any adjustments contemplated by the preceding paragraph be made in a manner that satisfies applicable
    legal, tax (including, without limitation and as applicable in the circumstances,
    Section 424 of the Code and Section 409A of the Code) and accounting (to not trigger any charge to earnings with respect to
    such adjustment) requirements.
	 	 	 	 
	 	 	b.	Without
    limiting the generality of Section 4, any good faith determination by the Administrator as to
    whether an adjustment is required in the circumstances pursuant to this Section 18, and the extent
    and nature of any such adjustment, shall be conclusive and
    binding on all persons.
	 	 	 	 
	 	19.	Merger
    or Liquidation of Company. In the event the Company or its shareholders enter into an agreement
    to dispose of all or substantially all of the assets or
    outstanding capital stock of the Company by means of a sale, merger or reorganization in which the Company will not be the surviving
    corporation (other than a reorganization effected primarily to change the State in which the
    Company is incorporated, a merger or consolidation with a wholly-owned Subsidiary or a Parent
    by which the Company is wholly-owned, or any other transaction in which there is no substantial
    change in the shareholders of the Company or their relative stock holdings,
    regardless of whether the Company is the surviving corporation), in the event of a Change
    in Control, or in the event the Company is liquidated, then all outstanding Options under the Plan shall automatically be exercised
    prior to the consummation of such sale, merger, reorganization, Change in Control or liquidation
    (deemed the end of the Offering Period in such case) by causing all amounts credited to each Participant’s Account via Payroll
    Contributions and Cashless Participation loans to be applied to purchase as many Shares pursuant to the Participant’s Option
    as possible at the Purchase Price Per Share, subject to the limitations of Sections 3 and
    5, provided that any Shares subject to an Irrevocable Contract will continue to be subject thereto.


 




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	 	20.	Acquisitions
    and Dispositions. The Administrator may, in its sole and absolute discretion and in accordance
    with principles under Section 423 of the Code, create special Offering Periods for individuals who become Eligible
    Employees solely in connection with the acquisition of another company or business by
    merger, reorganization or purchase of assets and, notwithstanding Section 15.b, may provide for
    special purchase dates for Participants who will cease to be Eligible Employees solely in connection with the disposition of all
    or a portion of any Designated Entity or a portion of the Company, which Offering Periods and purchase rights granted pursuant thereto
    shall, notwithstanding anything stated herein, be subject to such terms and conditions as the
    Administrator considers appropriate in the circumstances.
	 	 	 
	 	21.	Government
    Approvals or Consents. This Plan and any offering and sales of Shares or delivery of Shares under this Plan to Eligible Employees
    under it are subject to any governmental or regulatory approvals or consents that may be or become applicable in connection therein.
	 	 	 
	 	22.	Plan
    Amendment; Plan Termination. The Board may from time to time amend or terminate the Plan in any manner it deems necessary or
    advisable; provided, however, that no such action shall adversely affect any then outstanding and vested Options under the Plan unless
    such action is required to comply with Applicable Laws; provided, further, that any Cashless Participation Agreement or Irrevocable
    Contract may only be amended in accordance with its terms; and provided, further, that no such action of the Board shall be effective
    without the approval of the Company’s shareholders if such approval is required by Applicable Laws. Upon the termination of
    the Plan, any balance in a Participant’s Account shall
    be refunded to him or her as soon as practicable thereafter.
	 	 	 
	 	23.	Governing
    Law. The Plan shall be governed by, and construed in accordance with, the laws of the State
    of Delaware (except its choice-of-law provisions) and applicable U.S.
    federal laws.
	 	 	 
	 	24.	Notice
    of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer of any
    Shares purchased upon exercise of a right under the Plan if such disposition or transfer is made: (a) within two years from the Offering
    Period Beginning Date in which the Shares were purchased or (b) within one year after the date on which such Shares were purchased.
    Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption
    of indebtedness or other consideration, by the Participant in such disposition or other transfer.


 




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