Exhibit 10.5


 


MEARS TECHNOLOGIES, INC.


 


2007 STOCK INCENTIVE PLAN


 


1.            Purpose


 


The purpose of this 2007 Stock Incentive
Plan (the “Plan”) of MEARS Technologies, Inc., a Delaware corporation (the “Company”), is to advance the interests
of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make
important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based
incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where
the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability
company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).


 


2.            Eligibility


 


All of the Company’s employees, officers,
directors, consultants and advisors are eligible to be granted options, restricted stock, restricted stock units and other stock-based
awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed a “Participant”.


 


3.            Administration
and Delegation


 


(a)          Administration
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board
may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the
Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action
or determination relating to or under the Plan made in good faith.


 


(b)          Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to
one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers
or authority under the Plan have been delegated to such Committee or officers.


 




     


     


    

 


(c)          Delegation
to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power
to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company or any of its present or future
subsidiary corporations and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall
fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula
by which the exercise price will be determined) and the maximum number of shares subject to Awards that the officers may grant;
provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company
(as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer”
of the Company (as defined by Rule 16a-1 under the Exchange Act).


 


4.            Stock
Available for Awards.


 


(a)          Number
of Shares. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 5,092,521 shares of common stock,
$.001 par value per share, of the Company (the “Common Stock”). If any Award expires or is terminated, surrendered or
canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock
subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right),
or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award shall
be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive
Stock Options (as hereinafter defined), the foregoing provisions shall be subject to any limitations under the Code. Shares issued
under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. At no time while there is
any Option (as defined below) outstanding and held by a Participant who was a resident of the State of California on the date of
grant of such Option, shall the total number of shares of Common Stock issuable upon exercise of all outstanding options and the
total number of shares provided for under any stock bonus or similar plan or agreement of the Company exceed the applicable percentage
as calculated in accordance with the conditions and exclusions of Section 260.140.45 of the California Code of Regulations (the
“California Regulations”), based on the shares of the Company which are outstanding at the time the calculation is made.


 


(b)          Substitute
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property
or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted
by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances,
notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit
set forth in Section 4(a), except as may be required by reason of Section 422 and related provisions of the Code.


 




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5.            Stock
Options


 


(a)          General.
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary
or advisable, An Option that is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory
Stock Option”.


 


(b)          Incentive
Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the
Code (an “Incentive Stock Option”) shall only be granted to employees of MEARS Technologies, Inc., any of MEARS Technologies,
Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities
the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other
party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or
for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock
Option.


 


(c)          Exercise
Price. The Board shall establish the exercise price of each Option and specify such exercise price in the applicable option
agreement.


 


(d)          Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify
in the applicable option agreement.


 


(e)          Exercise
of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person
or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in
Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered
by the Company following exercise either as soon as practicable or, subject to such conditions as the Board shall specify, on a
deferred basis (with the Company’s obligation to be evidenced by an instrument providing for future delivery of the deferred shares
at the time or times specified by the Board).


 


(f)           Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:


 


(1)         in
cash or by check, payable to the order of the Company;


 


(2)         except
as may otherwise be provided in the applicable option agreement, by (i) delivery of an irrevocable and unconditional undertaking
by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding
or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker
to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;


 


(3)         when
the Common Stock is registered under the Exchange Act and to the extent provided for in the applicable option agreement or approved
by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by
the Participant valued at their fair market value as determined by (or in a manner approved by) the Board (“Fair Market Value”),
provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock,
if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established
by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or
other similar requirements;


 




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(4)         to
the extent permitted by applicable law and provided for in the applicable option agreement or approved by the Board, in its sole
discretion, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment
of such other lawful consideration as the Board may determine; or


 


(5)         by
any combination of the above permitted forms of payment.


 


6.            Restricted Stock; Restricted Stock Units


 


(a)          General.
The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the
right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable
Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award.
Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Common
Stock to be delivered at the time such shares of Common Stock vest (“Restricted Stock Units”) (Restricted Stock and Restricted
Stock Units are each referred to herein as a “Restricted Stock Award”).


 


(b)          Terms
and Conditions. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for
vesting and repurchase (or forfeiture) and the issue price, if any.


 


(c)          Additional
Provisions Relating to Restricted Stock.


 


(1)         Dividends.
Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such
shares, unless otherwise provided by the Board. If any such dividends or distributions are paid in shares, or consist of a
dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash or other property
will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with
respect to which they were paid. Each dividend payment will be made no later than the end of the calendar year in which the
dividends are paid to shareholders of that class of stock or, if later, the 15th day of the third month following the date
the dividends are paid to shareholders of that class of stock,


 


(2)         Stock
Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock shall be
deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject
to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by
the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death
(the “Designated Beneficiary”). In the absence of an effective designation by a Participant, “Designated Beneficiary”
shall mean the Participant’s estate.


 




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7.            Other
Stock-Based Awards


 


Other Awards of shares of Common Stock,
and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other
property, may be granted hereunder to Participants (“Other Stock-Based Awards”), including without limitation stock appreciation
rights and Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock-Based
Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu
of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or
cash, as the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of
each Other Stock-Based Award, including any purchase price applicable thereto.


 


8.            Adjustments
for Changes in Common Stock and Certain Other Events


 


(a)          Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders
of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the
number and class of securities and exercise price per share of each outstanding Option, (iii) the number of shares subject to and
the repurchase price per share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by
the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means
of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the
date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises
an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution
date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact
that such shares were not outstanding as of the close of business on the record date for such stock dividend,


 


(b)          Reorganization
Events.


 


(1)         Definition.
A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a
result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities
or other property or is cancelled, (b) any exchange of all of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange transaction or (c) any liquidation or dissolution of the Company.


 




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(2)         Consequences
of a Reorganization Event on Awards Other than Restricted Stock Awards. In connection with a Reorganization Event, the Board
may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted
Stock Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant,
provide that the Participant’s unexercised Options or other unexercised Awards will terminate immediately prior to the consummation
of such Reorganization Event unless exercised by the Participant within a specified period following the date of such notice, (iii)
provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall
lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms
of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization
Event (the “Acquisition Price”), make or provide for a cash payment to a Participant equal to the excess, if any, of
(A) the Acquisition Price times the number of shares of Common Stock subject to the Participant’s Options or other Awards (to the
extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price of all such outstanding
Options or other Awards and any applicable tax withholdings, in exchange for the termination of such Options or other Awards, (v)
provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation
proceeds (if applicable, net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the
foregoing. In taking any of the actions permitted under this Section 8(b), the Board shall not be obligated by the Plan to treat
all Award, or all Awards of the same type, identically.


 


For purposes of clause (i) above, an Option
shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for
each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each
share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or
succeeding corporation (or an affiliate thereof) equivalent in value (as determined by the Board) to the per share consideration
received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.


 


(3)         Consequences
of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event other than a liquidation
or dissolution of the Company, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall
inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities
or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same
manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of
a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the
contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company,
all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied.


 




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9.            General Provisions Applicable to Awards


 


(a)          Transferability
of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic
relations order, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant,
to the extent relevant in the context, shall include references to authorized transferees.


 


(b)          Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.


 


(c)          Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d)          Termination
of Status. The Board shall determine the effect on an Award of the disability, death, termination of employment, authorized
leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during
which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise
rights under the Award.


 


(e)          Withholding.
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations
before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company
may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not
to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding
or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before
the Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same
time as is payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the
Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common
Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however,
except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations
cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal
and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares surrendered to
satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.


 




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(f)            Amendment
of Award.


 


(1)         The
Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of
the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory
Stock Option, provided that the Participant’s consent to such action shall be required unless (A) the Board determines that the
action, taking into account any related action, would not materially and adversely affect the Participant’s rights under the Plan
or (B) the change is permitted under Section 8 hereof.


 


(2)         The
Board may, without stockholder approval, amend any outstanding Award granted under the Plan to provide an exercise price per share
that is lower than the then-current exercise price per share of such outstanding Award. The Board may also, without stockholder
approval, cancel any outstanding award (whether or not granted under the Plan) and grant in substitution therefor new Awards under
the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the
then-current exercise price per share of the cancelled award.


 


(g)          Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to
the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with
the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock
exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.


 


(h)          Acceleration.
The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all
restrictions or conditions, or otherwise realizable in full or in part, as the case may be.


 


10.          Miscellaneous


 


(a)          No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from
any liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)          No
Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have
any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder of such shares.


 




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(c)          Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be
granted under the Plan after the expiration of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board
or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.


 


(d)          Amendment
of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time; provided that if at any time
the approval of the Company’s stockholders is required as to any modification or amendment under Section 422 of the Code or any
successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such
approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 10(d)
shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided
the Board determines that such amendment does not materially and adversely affect the rights of Participants under the Plan.


 


(e)          Authorization
of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable
blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to
this Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or
(ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable.
All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants
within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any
jurisdiction which is not the subject of such supplement.


 


(f)          Compliance
with Code Section 409A. No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code,
unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the
Code. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from,
or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Board.


 


(g)          Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws
of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the
laws of a jurisdiction other than such state.


 




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MEARS TECHNOLOGIES, INC.


 


2007 STOCK INCENTIVE PLAN


 


CALIFORNIA SUPPLEMENT


 


Pursuant to Section 10(e) of the Plan, the
Board has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Law:


 


Any Awards granted under the Plan to a Participant
who is a resident of the State of California on the date of grant (a “California Participant”) shall be subject to the
following additional limitations, terms and conditions:


 


1.            Additional
Limitations on Options.


 


(a)          Minimum
Vesting Rate. Except in the case of Options granted to California Participants who are officers, directors, managers, consultants
or advisors of the Company or its affiliates (which Options may become exercisable at whatever rate is determined by the Board),
Options granted to California Participants shall become exercisable at a rate of not less than 20% per year over five years from
the date of grant; provided, that, such Options may be subject to such reasonable forfeiture conditions as the Board
may choose to impose and which are not inconsistent with Section 260.140.41 of the California Regulations.


 


(b)          Minimum
Exercise Price. The exercise price of Options granted to California Participants may not be less than 85% of the Fair Market
Value of the Common Stock on the date of grant in the case of a Nonstatutory Stock Option or less than 100% of the Fair Market
Value of the Common Stock on the date of grant in the case of an Incentive Stock Option; provided, however, that
if the California Participant is a person who owns stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or its parent or subsidiary corporations, the exercise price shall be not less than 110% of the Fair Market
Value of the Common Stock on the date of grant.


 


(c)          Maximum
Duration of Options. No Options granted to California Participants shall have a term in excess of 10 years measured from the
Option grant date.


 


(d)          Minimum
Exercise Period Following Termination. Unless a California Participant’s employment is terminated for cause (as defined by
applicable law, the terms of any contract of employment between the Company and such Participant, or in the instrument evidencing
the grant of such Participant’s Option), in the event of termination of employment of such Participant, such Participant shall
have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment
terminated, as follows: (i) at least six months from the date of termination, if termination was caused by such Participant’s death
or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) and (ii) at least 30 days from
the date of termination, if termination was caused other than by such Participant’s death or “permanent and total disability”
(within the meaning of Section 22(e)(3) of the Code).


 




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(e)          Limitation
on Repurchase Rights. If an Option granted to a California Participant gives the Company the right to repurchase shares of
Common Stock issued pursuant to the Plan upon termination of employment of such Participant, the terms of such repurchase right
must comply with Section 260.140.41(k) of the California Regulations.


 


2.            Additional
Limitations for Restricted Stock Awards.


 


(a)          Minimum
Purchase Price. The purchase price for a Restricted Stock Award granted to a California Participant shall be not less than
85% of the Fair Market Value of the Common Stock at the time such Participant is granted the right to purchase shares under the
Plan or at the time the purchase is consummated; provided, however, that if such Participant is a person who owns
stock possessing more than 10% of the total combined voting power or value of all classes of stock of the Company or its parent
or subsidiary corporations, the purchase price shall be not less than 100% of the Fair Market Value of the Common Stock at the
time such Participant is granted the right to purchase shares under the Plan or at the time the purchase is consummated.


 


(b)          Limitation
of Repurchase Rights. If a Restricted Stock Award granted to a California Participant gives the Company the right to repurchase
shares of Common Stock issued pursuant to the Plan upon termination of employment of such Participant, the terms of such repurchase
right must comply with Section 260.140.42(h) of the California Regulations.


 


3.            Additional
Limitations for Other Stock-Based Awards. The terms of all Awards granted to a California Participant under Section 7 of the
Plan shall comply, to the extent applicable, with Section 260.140.41 or Section 260.140.42 of the California Regulations,


 


4.            Additional
Requirement to Provide Information to California Participants. The Company shall provide to each California Participant and
to each California Participant who acquires Common Stock pursuant to the Plan, not less frequently than annually, copies of annual
financial statements (which need not be audited). The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent information.


 


5.            Additional
Limitations on Timing of Awards. No Award granted to a California Participant shall become exercisable, vested or realizable,
as applicable to such Award, unless the Plan has been approved by the holders of a majority of the Company’s outstanding voting
securities within 12 months before or after the date the Plan was adopted by the Board.


 


6.            Additional
Limitations Relating to Definition of Fair Market Value. For purposes of Section 1(b) and 2(a) of this supplement, “Fair
Market Value” shall be determined in a manner not inconsistent with Section 260.140.50 of the California Regulations.


 


7.            Additional
Restriction Regarding Recapitalizations, Stock Splits, Etc. For purposes of Section 8 of the Plan, in the event of a stock
split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Company’s
securities, the number of securities allocated to each California Participant must be adjusted proportionately and without the
receipt by the Company of any consideration from any California Participant.


 




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