Exhibit 10.3

    

    

    Grindr Inc.

    2022 Equity Incentive Plan

    

    

    Adopted by the Board of Directors: November 18, 2022

    

    Approved by the Stockholders: November 15, 2022

    

    

    1.          General.

    

    

    (a)          Plan Purpose.  The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an
      opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

    

    

    (b)          Available Awards.  The Plan provides for the grant of the
        following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

    

    

    (c)          Adoption Date; Effective Date.  The Plan will come into existence on the Adoption Date, but no Award may
      be granted prior to the Effective Date.

    

    

    2.          Shares Subject to the Plan.

    

    

    (a)          Share Reserve.  Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 13,764,400 shares of Common Stock.

    

    

    (b)          Aggregate Incentive Stock Option Limit.  Notwithstanding anything to the contrary in Section 2(a) and
      subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 41,293,200 shares (equal to three
      hundred percent (300%) of the total number of shares of Common Stock initially reserved for issuance under Section 2(a)).

    

    

    (c)          Share Reserve Operation.

    

    

    (i)          Limit Applies to Common Stock Issued Pursuant to Awards.  For clarity, the Share Reserve is a limit on
      the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will take commercially reasonable steps to have available the number of shares of Common Stock necessary to
      satisfy its obligations to issue shares pursuant to such Awards.  Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American
      Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

    

    

    
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    (ii)          Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve.  The following
      actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award
      without the shares covered by such portion of the Award having been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock); (3) the
      withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation
      in connection with an Award.

    

    

    (iii)          Reversion of Previously Issued Shares of Common Stock to Share Reserve.  The following shares of Common
      Stock previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares that are forfeited back to or
      repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares, (2) any shares that are reacquired by the Company to satisfy the exercise, strike or purchase price of an Award, and (3) any
      shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award.

    

    

    3.          Eligibility and Limitations.

    

    

    (a)          Eligible Award Recipients.  Subject to the terms of the Plan, Employees,
        Directors and Consultants are eligible to receive Awards.

    

    

    (b)          Specific Award Limitations.

    

    

    (i)          Limitations on Incentive Stock Option Recipients.  Incentive Stock Options may be granted only to
      Employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).

    

    

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

    

    

    (iii)          Limitations on Incentive Stock Options Granted to Ten Percent Stockholders.  A Ten Percent Stockholder
      may not be granted an Incentive Stock Option unless (1) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option and (2) the Option is not exercisable after the expiration of five years from the
      date of grant of such Option.

    

    

    (iv)          Limitations on Nonstatutory Stock Options and SARs.  Nonstatutory Stock Options and SARs may not be
      granted to Employees, Directors and Consultants unless the stock underlying such Awards is treated as “service recipient stock” under Section 409A or unless such Awards otherwise comply with the requirements of Section 409A.

    

    

    
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    (c)          Aggregate Incentive Stock Option Limit.  The aggregate maximum number of shares of Common Stock that may
      be issued pursuant to the exercise of Incentive Stock Options is the number of shares specified in Section 2(b).

    

    

    (d)          Non-Employee Director Compensation Limit.  The aggregate value of all compensation granted or paid, as
      applicable, to any individual for service as a Non-Employee Director with respect to any period commencing on the date of the Company’s Annual Meeting of Stockholders for a particular year and ending on the day immediately prior to the date of the
      Company’s Annual Meeting of Stockholders for the next subsequent year (the “Annual Period”), including Awards granted and cash fees paid by the Company to such Non-Employee Director, will
      not exceed (1) $750,000 in total value or (2) in the event such Non-Employee Director is first appointed or elected to the Board during such Annual Period, $1,000,000 in total value, in each case, calculating the value of any equity awards based on
      the grant date fair value of such equity awards for financial reporting purposes. The limitations in this Section 3(d) shall apply commencing with the Annual Period that begins on the Company’s first Annual Meeting of Stockholders following the
      Effective Date.

    

    

    4.          Options and Stock Appreciation Rights.

    

    

    Each Option and SAR will have such terms and conditions as determined by the Board.  Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of
      grant; provided, however, that if an Option is not so designated or if an Option designated as an Incentive Stock Option fails to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock Option, and the shares purchased
      upon exercise of each type of Option will be separately accounted for.  Each SAR will be denominated in shares of Common Stock equivalents.  The terms and conditions of separate Options and SARs need not be identical; provided, however, that each
      Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:

    

    

    (a)          Term.  Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable
      after the expiration of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.

    

    

    (b)          Exercise or Strike Price.  Subject to Section 3(b) regarding Ten Percent Stockholders, the
      exercise or strike price of each Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award.  Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of
      the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and
      in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

    

    

    
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    (c)          Exercise Procedure and Payment of Exercise Price for Options.  In order to exercise an Option, the
      Participant must provide notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company.  The Board has the authority to grant Options that do not permit all of
      the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment.  The exercise price of an Option may be paid, to the
      extent permitted by Applicable Law and as determined by the Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:

    

    

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

    

    

    (ii)          pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of
      the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

    

    

    (iii)          by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant free
      and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any
      remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common
      Stock, (4) any certificated shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a
      result of such delivery;

    

    

    (iv)          if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of
      Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable
      thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment; or

    

    

    (v)          in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

    

    

    (d)          Exercise Procedure and Payment of Appreciation Distribution for SARs.  In order to exercise any SAR, the
      Participant must provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement.  The appreciation distribution payable to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of
      (i) the aggregate Fair Market Value on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR, over (ii) the strike price of such SAR.  Such
      appreciation distribution may be paid to the Participant in the form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified in the SAR Agreement.

    

    

    
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    (e)          Transferability.  Options and SARs may not be transferred to third party financial institutions for
      value.  The Board may impose such additional limitations on the transferability of an Option or SAR as it determines.  In the absence of any such determination by the Board, the following restrictions on the transferability of Options and SARs will
      apply, provided that except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option
      may be deemed to be a Nonstatutory Stock Option as a result of such transfer:

    

    

    (i)          Restrictions on Transfer.  An Option or SAR will not be transferable, except by will or by the laws of
      descent and distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option or SAR in a manner that is not prohibited by applicable tax and
      securities laws upon the Participant’s request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable state law) while such Option or SAR is
      held in such trust, provided that the Participant and the trustee enter into a transfer and other agreements required by the Company.

    

    

    (ii)          Domestic Relations Orders.  Notwithstanding the foregoing, subject to the execution of transfer
      documentation in a format acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic relations order.

    

    

    (f)          Vesting.  The Board may impose such restrictions on or conditions to the
        vesting and/or exercisability of an Option or SAR as determined by the Board.  Except as otherwise provided in the Award Agreement or other written agreement between a
        Participant and the Company or an Affiliate, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

    

    

    (g)          Termination of Continuous Service for Cause. 
        Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s Options and SARs will
        terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of
        Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited




        Award.

    

    

    
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    (h)          Post-Termination Exercise Period Following Termination of Continuous Service for
        Reasons Other than Cause.  Subject to Section 4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent
        vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other written agreement between a Participant and the Company or an
        Affiliate; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):

    

    

    (i)          three months following the date of such termination if such termination is a termination without Cause (other than any
      termination due to Participant’s Disability or death);

    

    

    (ii)          12 months following the date of such termination if such termination is due to the Participant’s Disability;

    

    

    (iii)          18 months following the date of such termination if such termination is due to the Participant’s death; or

    

    

    (iv)          18 months following the date of the Participant’s death if such death occurs following the date of such termination but
      during the period such Award is otherwise exercisable (as provided in (i) or (ii) above).

    

    

    Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to
      the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the shares of
      Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.

    

    

    (i)          Restrictions on Exercise; Extension of Exercisability.  A Participant may not exercise an Option or SAR at any time that the issuance of shares of Common Stock upon such exercise would violate Applicable Law.  Except as otherwise provided in the Award Agreement or other written
        agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise
      Period: (i) the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any
        shares of Common Stock issued upon such exercise would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month
      that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended
      exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set
      forth in Section 4(a)).

    

    

    (j)          Non-Exempt Employees.  No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt
      employee for purposes of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months following the date of grant of such Award.  Notwithstanding the foregoing, in accordance
      with the provisions of the Worker Economic Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event of (i) such Participant’s death or Disability, (ii) a
      Corporate Transaction in which such Award is not assumed, continued or substituted, (iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement or another applicable agreement or, in the
      absence of any such definition, in accordance with the Company’s then current employment policies and guidelines).  This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or
      vesting of an Option or SAR will be exempt from his or her regular rate of pay.

    

    

    
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    (k)          Whole Shares.  Options and SARs may be exercised only with respect to whole shares of Common Stock or
      their equivalents.

    

    

    5.          Awards Other Than Options and Stock Appreciation Rights.

    

    

    (a)          Restricted Stock Awards and RSU Awards.  Each Restricted Stock Award and RSU Award will have such terms
      and conditions as determined by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) to the
      substance of each of the following provisions:

    

    

    (i)          Form of Award.

    

    

    (1)          Restricted Stock Awards: To the extent consistent with the Company’s Bylaws, at the Board’s election,
      shares of Common Stock subject to a Restricted Stock Award may be (A) held in book entry form subject to the Company’s instructions until such shares become vested or any other restrictions lapse, or (B) evidenced by a certificate, which certificate
      will be held in such form and manner as determined by the Board.  Unless otherwise set forth in an Award Agreement, a Participant will have voting and other rights as a stockholder of the Company with respect to any shares subject to a Restricted
      Stock Award.

    

    

    (2)          RSU Awards: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that is equal to the
      number of restricted stock units subject to the RSU Award.  As a holder of an RSU Award, a Participant is an unsecured creditor of the Company with respect to the Company’s unfunded obligation, if any, to issue
      shares of Common Stock in settlement of such Award and nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between a
      Participant and the Company or an Affiliate or any other person.  A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless and until shares are actually issued in settlement of a
      vested RSU Award).

    

    

    (ii)          Consideration.

    

    

    (1)          Restricted Stock Awards: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to the
      Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services) as the Board may determine and permissible under
        Applicable Law.

    

    

    (2)          RSU Awards: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted




      in consideration for the Participant’s services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU Award.  If, at the time of grant, the Board determines that any consideration must be paid by the
      Participant (in a form other than the Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU Award, such consideration may be paid in any form of
        consideration as the Board may determine and permissible under Applicable Law.

    

    

    
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    (iii)          Vesting.  The Board may impose such restrictions on or conditions to the
        vesting of a Restricted Stock Award or RSU Award as determined by the Board.  Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Restricted Stock
      Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.

    

    

    (iv)          Termination of Continuous Service.  Except as otherwise provided in the Award Agreement or other written
      agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (1) the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common
      Stock held by the Participant under his or her RSU Award or Restricted Stock Award that have not vested as of the date of such termination as set forth in the  RSU Award or Restricted Stock Award Agreement and the Participant will have no further
      right, title or interest in the RSU Award or Restricted Stock Award, the shares of Common Stock subject to the RSU Award or Restricted Stock Award, or any consideration in respect of the RSU Award or Restricted Stock Award and (2) any portion of his
      or her RSU Award or Restricted Stock Award that has not vested will be forfeited upon such termination and the Participant will have no further right, title or interest in the RSU Award or Restricted Stock Award, the shares of Common Stock issuable
      pursuant to the RSU Award, or any consideration in respect of the RSU Award or the Restricted Stock Award.

    

    

    (v)          Dividends and Dividend Equivalents.  Dividends or dividend equivalents may be paid or
      credited, as applicable, with respect to any shares of Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement.

    

    

    (vi)          Settlement of RSU Awards.  An RSU Award may
        be settled by the issuance of shares of Common Stock or in any form of cash payment (or any combination thereof), as determined by the Board and specified in the RSU Award
        Agreement.  At the time of grant, the Board may determine to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.

    

    

    (b)          Performance Awards.  With respect to any Performance Award, the length of any Performance Period, the
      Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

    

    

    (c)          Other Awards.  Other forms of Awards valued in whole
      or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions of this Section 5.  Subject to
      the provisions of the Plan, the Board will have sole and complete discretion to determine the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to
      be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.

    

    

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

    

    

    (a)          Capitalization Adjustments.  In the event of a Capitalization Adjustment, the Board shall appropriately
      and proportionately adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan, and the maximum number of shares by which the Share Reserve may annually increase pursuant to Section 2(a); (ii) the class(es) and maximum
      number of shares that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(a); and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of Common Stock subject to
      outstanding Awards.  The Board shall make such adjustments, and its determination shall be final, binding and conclusive.  Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock shall be created in order
      to implement any Capitalization Adjustment.  The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding
      provisions of this Section.

    

    

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

    

    

    (c)          Corporate Transaction.  The following provisions will apply to Awards in the event of a Corporate
      Transaction except as set forth in Section 11 unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board
      at the time of grant of an Award.

    

    

    (i)          Awards May Be Assumed.  In the event of a Corporate Transaction, any surviving corporation or acquiring
      corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards
      to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Awards may be assigned by
      the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction.  A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion
      of an Award or substitute a similar award for only a portion of an Award, or may choose to assume or continue the Awards held by some, but not all Participants.  The terms of any assumption, continuation or substitution will be set by the Board.

    

    

    
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    (ii)          Awards Held by Current Participants.  In the event of a Corporate Transaction in which the surviving
      corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or
      substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”),




      the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will be accelerated in full to a date prior to the effective time of such
      Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective time of the Corporate Transaction),
      and such Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent upon the
      effectiveness of the Corporate Transaction).  With respect to the vesting of Performance Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on
      the level of performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate at 100% of the target level upon the occurrence of the Corporate Transaction in which the Awards are not assumed in
      accordance with Section 6(c)(i).  With respect to the vesting of Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such cash payment will be made
      no later than 30 days following the occurrence of the Corporate Transaction or such later date as required to comply with Section 409A of the Code.

    

    

    (iii)          Awards Held by Persons other than Current Participants.  In the event of a Corporate Transaction in
      which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed,
      continued or substituted and that are held by persons other than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate Transaction; provided, however, that any reacquisition or
      repurchase rights held by the Company with respect to such Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.

    

    

    (iv)          Payment for Awards in Lieu of Exercise.  Notwithstanding the foregoing, in the event an Award will
      terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise such Award but will receive a payment, in such form as may be determined
      by the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion of the Board, any unvested portion of such
      Award), over (2) any exercise price payable by such holder in connection with such exercise.

    

    

    (d)          Appointment of Stockholder Representative.  As a condition to the receipt of an Award under this Plan, a
      Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder
      representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

    

    

    
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    (e)          No Restriction on Right to Undertake Transactions.  The grant of any Award under the Plan and the issuance
      of shares pursuant to any Award does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital
      structure or its business, any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the
      Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or
      proceeding, whether of a similar character or otherwise.

    

    

    7.          Administration.

    

    

    (a)          Administration by Board.  The Board will administer the Plan unless and until the Board delegates
      administration of the Plan to a Committee or Committees, as provided in subsection (c) below.

    

    

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

    

    

    (i)          To determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award will be
      granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or
      other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance
      Award that is not valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property that may be earned and the timing of payment.

    

    

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

    

    

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

    

    

    (iv)          To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding
      the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

    

    

    (v)          To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any pending
      stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share
      price of the Common Stock including any Corporate Transaction, for reasons of administrative convenience.

    

    

    
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    (vi)          To suspend or terminate the Plan at any time.  Suspension or termination of the Plan will not Materially Impair rights and obligations under any
      Award granted while the Plan is in effect except with the written consent of the affected Participant.

    

    

    (vii)          To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that
      stockholder approval will be required for any amendment to the extent such stockholder approval is required by Applicable Law.  Except as provided above, rights under any Award granted before amendment of the Plan will not be Materially Impaired by
      any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

    

    

    (viii)          To submit any amendment to the Plan for stockholder approval.

    

    

    (ix)          To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to,
      amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however,
      that, a Participant’s rights under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

    

    

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

    

    

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

    

    

    (xii)          To effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such action, (1)
      the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation of any outstanding Option or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other
      Award, under the Plan or another equity plan of the Company, covering the same or a different number of shares of Common Stock, (B) cash and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is treated as
      a repricing under generally accepted accounting principles.

    

    

    
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    (c)          Delegation to Committee.

    

    

    (i)          General.  The Board may delegate some or all of the
        administration of the Plan to a Committee or Committees.  If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have
        been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will
        thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.  Each Committee may retain the authority to concurrently
        administer the Plan with Committee or subcommittee to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously delegated.  The Board may retain the authority to concurrently
        administer the Plan with any Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

    

    

    (ii)          Rule 16b-3 Compliance.  To the extent an Award is intended
        to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or more Non-Employee Directors, as
        determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption to
        remain available.

    

    

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

    

    

    (e)          Delegation to an Officer.  The Board or any Committee may delegate to one or more Officers the authority
      to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms
      thereof, and (ii) determine the number of shares of Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee evidencing such delegation will specify
      the total number of shares of Common Stock that may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself.  Any such Awards will be granted on the applicable form of Award Agreement most
      recently approved for use by the Board or the Committee, unless otherwise provided in the resolutions approving the delegation authority.  Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer
      who is acting solely in the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value.

    

    

    
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    8.          Tax Withholding

    

    

    (a)          Withholding Authorization.  As a condition to acceptance of any Award under the Plan, a Participant
      authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance
      contribution withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable.  Accordingly, a Participant may not be able to exercise an Award even though
      the Award is vested, and the Company shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

    

    

    (b)          Satisfaction of Withholding Obligation.  To the extent permitted by the terms of an Award Agreement, the
      Company may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the
      Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv)
      withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by
      such other method as may be set forth in the Award Agreement.

    

    

    (c)          No Obligation to Notify or Minimize Taxes; No Liability to Claims.  Except as required by Applicable Law
      the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award.  Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or
      expiration of an Award or a possible period in which the Award may not be exercised.  The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for
      any adverse tax consequences to such holder in connection with an Award.  As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or
      Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax
      consequences of the Award and has either done so or knowingly and voluntarily declined to do so.  Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is
      at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award.  Additionally, as a condition to
      accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise
      price or strike price is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

    

    

    (d)          Withholding Indemnification.  As a condition to accepting an Award under the Plan, in the event that the
      amount of the Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or
      its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount.

    

    

    
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    9.          Miscellaneous.

    

    

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

    

    

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

    

    

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

    

    

    (d)          Stockholder Rights.  No Participant will be deemed to be the holder of, or to have any of the rights of a
      holder with respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock
      subject to such Award is reflected in the records of the Company.

    

    

    (e)          No Employment or Other Service Rights.  Nothing in the Plan, any Award
        Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time
      the Award was granted or affect the right of the Company or an Affiliate to terminate at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment of an Employee with or without
      notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and
      any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is incorporated, as the case may be.  Further, nothing in the Plan, any Award Agreement or any
        other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or
      any other term or condition of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan.

    

    

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

    

    

    (g)          Execution of Additional Documents.  As a condition to accepting an Award under the Plan, the Participant
      agrees to execute any additional documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other
      regulatory requirements, in each case at the Plan Administrator’s request.

    

    

    (h)          Electronic Delivery and Participation.  Any reference herein or in an Award Agreement to a “written”
      agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company
      to which the Participant has access).  By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established and maintained by the Plan
      Administrator or another third party selected by the Plan Administrator.  The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

    

    

    (i)          Clawback/Recovery.  All Awards granted under the Plan will be subject to recoupment in accordance with any
      clawback policy that is adopted by the Company, including any policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is
      otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law.  In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines
      necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause.  No recovery of compensation under such a clawback policy
      will be an event giving rise to a Participant’s right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

    

    

    (j)          Securities Law Compliance.  A Participant will not be issued any shares in respect of an Award unless
      either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act.  Each Award also must comply with other Applicable Law
      governing the Award, and a Participant will not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.

    

    

    
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    (k)          Transfer or Assignment of Awards; Issued Shares.  Except as expressly provided in the Plan or the form of
      Award Agreement, Awards granted under the Plan may not be transferred or assigned by the Participant.  After the vested shares subject to an Award have been issued, or in the case of Restricted Stock and similar awards, after the issued shares have
      vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of the Trading Policy and
      Applicable Law.

    

    

    (l)          Effect on Other Employee Benefit Plans.  The value of any Award granted under the Plan, as determined
      upon grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as
      such plan otherwise expressly provides.  The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

    

    

    (m)          Deferrals.  To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine
      that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs and procedures for deferral elections to be made by Participants. 
      Deferrals will be made in accordance with the requirements of Section 409A.

    

    

    (n)          Section 409A.  Unless otherwise expressly provided for in an Award Agreement, the Plan and Award
      Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt, in compliance with the requirements of Section 409A.  If the
      Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in
      Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.  Notwithstanding anything to the contrary in this Plan (and
      unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee” for purposes
      of Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months
      and one day following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so
      deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.

    

    

    (o)          Choice of Law.  This Plan and any controversy arising out of or relating to
      this Plan shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles that would result in any application of any law other than the law of the State of Delaware.

    

    

    
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    10.          Covenants of the Company.

    

    

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

    

    

    11.          Additional Rules for Awards Subject to Section 409A.

    

    

    (a)          Application.  Unless the provisions of this Section of the Plan are expressly superseded by the
      provisions in the form of Award Agreement, the provisions of this Section shall apply and shall supersede anything to the contrary set forth in the Award Agreement for a Non-Exempt Award.

    

    

    (b)          Non-Exempt Awards Subject to Non-Exempt Severance Arrangements.  To the extent a Non-Exempt Award is
      subject to Section 409A due to application of a Non-Exempt Severance Arrangement, the following provisions of this subsection (b) apply.

    

    

    (i)          If the Non-Exempt Award vests in the ordinary course during the Participant’s Continuous Service in accordance with the vesting schedule set forth
      in the Award Agreement, and does not accelerate vesting under the terms of a Non-Exempt Severance Arrangement, in no event will the shares be issued in respect of such Non-Exempt Award any later than the later of: (i) December 31st of the calendar year that includes the applicable vesting date, or (ii) the 60th day
      that follows the applicable vesting date.

    

    

    (ii)          If vesting of the Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with the Participant’s
      Separation from Service, and such vesting acceleration provisions were in effect as of the date of grant of the Non-Exempt Award and, therefore, are part of the terms of such Non-Exempt Award as of the date of grant, then the shares will be earlier
      issued in settlement of such Non-Exempt Award upon the Participant’s Separation from Service in accordance with the terms of the Non-Exempt Severance Arrangement, but in no event later than the 60th day that follows the date of the Participant’s Separation from Service.  However, if at the time the shares would otherwise be issued the Participant is subject to the distribution limitations contained in Section 409A
      applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six months following the date of such Participant’s Separation from Service, or, if earlier, the date of
      the Participant’s death that occurs within such six month period.

    

    

    
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    (iii)          If vesting of a Non-Exempt Award accelerates under the terms of a Non-Exempt Severance Arrangement in connection with a Participant’s Separation
      from Service, and such vesting acceleration provisions were not in effect as of the date of grant of the Non-Exempt Award and, therefore, are not a part of the terms of such Non-Exempt Award on the date of grant, then such acceleration of vesting of
      the Non-Exempt Award shall not accelerate the issuance date of the shares, but the shares shall instead be issued on the same schedule as set forth in the Grant Notice as if they had vested in the ordinary course during the Participant’s Continuous
      Service, notwithstanding the vesting acceleration of the Non-Exempt Award.  Such issuance schedule is intended to satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided under Treasury Regulations Section
      1.409A-3(a)(4).

    

    

    (c)          Treatment of Non-Exempt Awards Upon a Corporate Transaction for Employees and Consultants.  The provisions of this subsection (c) shall apply and shall supersede anything to the contrary set forth in the Plan with respect to the permitted treatment of any Non-Exempt Award in connection with a Corporate
      Transaction if the Participant was either an Employee or Consultant upon the applicable date of grant of the Non-Exempt Award.

    

    

    (i)          Vested Non-Exempt Awards.  The following provisions shall apply to any Vested Non-Exempt Award in
      connection with a Corporate Transaction:

    

    

    (1)          If the Corporate Transaction is also a Section 409A Change in Control then the Acquiring Entity may not assume, continue or substitute the Vested
      Non-Exempt Award.  Upon the Section 409A Change in Control the settlement of the Vested Non-Exempt Award will automatically be accelerated and the shares will be immediately issued in respect of the Vested Non-Exempt Award.  Alternatively, the
      Company may instead provide that the Participant will receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to the Participant upon the Section 409A Change in Control.

    

    

    (2)          If the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue or substitute
      each Vested Non-Exempt Award.  The shares to be issued in respect of the Vested Non-Exempt Award shall be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the
      Corporate Transaction had not occurred.  In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares
      that would otherwise be issued to the Participant on such issuance dates, with the determination of the Fair Market Value of the shares made on the date of the Corporate Transaction.

    

    

    
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    (ii)          Unvested Non-Exempt Awards.  The following provisions shall apply to any Unvested Non-Exempt Award unless
      otherwise determined by the Board pursuant to subsection (e) of this Section.

    

    

    (1)          In the event of a Corporate Transaction, the Acquiring Entity shall assume, continue or substitute any Unvested Non-Exempt Award.  Unless
      otherwise determined by the Board, any Unvested Non-Exempt Award will remain subject to the same vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate Transaction.  The shares to be issued in respect of any
      Unvested Non-Exempt Award shall be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the Corporate Transaction had not occurred.  In the Acquiring Entity’s discretion,
      in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to the Participant on such issuance dates, with
      the determination of Fair Market Value of the shares made on the date of the Corporate Transaction.

    

    

    (2)          If the Acquiring Entity will not assume, substitute or continue any Unvested Non-Exempt Award in connection with a Corporate Transaction, then
      such Award shall automatically terminate and be forfeited upon the Corporate Transaction with no consideration payable to any Participant in respect of such forfeited Unvested Non-Exempt Award.  Notwithstanding the foregoing, to the extent permitted
      and in compliance with the requirements of Section 409A, the Board may in its discretion determine to elect to accelerate the vesting and settlement of the Unvested Non-Exempt Award upon the Corporate Transaction, or instead substitute a cash payment
      equal to the Fair Market Value of such shares that would otherwise be issued to the Participant, as further provided in subsection (e)(ii) below.  In the absence of such discretionary election by the Board, any Unvested Non-Exempt Award shall be
      forfeited without payment of any consideration to the affected Participants if the Acquiring Entity will not assume, substitute or continue the Unvested Non-Exempt Awards in connection with the Corporate Transaction.

    

    

    (3)          The foregoing treatment shall apply with respect to all Unvested Non-Exempt Awards upon any Corporate Transaction, and regardless of whether or
      not such Corporate Transaction is also a Section 409A Change in Control.

    

    

    (d)          Treatment of Non-Exempt Awards Upon a Corporate Transaction for Non-Employee Directors.  The following
      provisions of this subsection (d) shall apply and shall supersede anything to the contrary that may be set forth in the Plan with respect to the permitted treatment of a Non-Exempt Director Award in connection with a Corporate Transaction.

    

    

    (i)          If the Corporate Transaction is also a Section 409A Change in Control then the Acquiring Entity may not assume, continue or substitute the
      Non-Exempt Director Award.  Upon the Section 409A Change in Control the vesting and settlement of any Non-Exempt Director Award will automatically be accelerated and the shares will be immediately issued to the Participant in respect of the
      Non-Exempt Director Award.  Alternatively, the Company may provide that the Participant will instead receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to the Participant upon the Section 409A Change
      in Control pursuant to the preceding provision.

    

    

    (ii)          If the Corporate Transaction is not also a Section 409A Change in Control, then the Acquiring Entity must either assume, continue or substitute
      the Non-Exempt Director Award.  Unless otherwise determined by the Board, the Non-Exempt Director Award will remain subject to the same vesting and forfeiture restrictions that were applicable to the Award prior to the Corporate Transaction.  The
      shares to be issued in respect of the Non-Exempt Director Award shall be issued to the Participant by the Acquiring Entity on the same schedule that the shares would have been issued to the Participant if the Corporate Transaction had not occurred. 
      In the Acquiring Entity’s discretion, in lieu of an issuance of shares, the Acquiring Entity may instead substitute a cash payment on each applicable issuance date, equal to the Fair Market Value of the shares that would otherwise be issued to the
      Participant on such issuance dates, with the determination of Fair Market Value made on the date of the Corporate Transaction.

    

    

    
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    (e)          If the RSU Award is a Non-Exempt Award, then the provisions in this Section 11(e) shall apply and supersede anything to the contrary that may be
      set forth in the Plan or the Award Agreement with respect to the permitted treatment of such Non-Exempt Award:

    

    

    (i)          Any exercise by the Board of discretion to accelerate the vesting of a Non-Exempt Award shall not result in any acceleration of the scheduled
      issuance dates for the shares in respect of the Non-Exempt Award unless earlier issuance of the shares upon the applicable vesting dates would be in compliance with the requirements of Section 409A.

    

    

    (ii)          The Company explicitly reserves the right to earlier settle any Non-Exempt Award to the extent permitted and in compliance with the requirements
      of Section 409A, including pursuant to any of the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix).

    

    

    (iii)          To the extent the terms of any Non-Exempt Award provide that it will be settled upon a Change in Control or Corporate Transaction, to the extent
      it is required for compliance with the requirements of Section 409A, the Change in Control or Corporate Transaction event triggering settlement must also constitute a Section 409A Change in Control.  To the extent the terms of a Non-Exempt Award
      provides that it will be settled upon a termination of employment or termination of Continuous Service, to the extent it is required for compliance with the requirements of Section 409A, the termination event triggering settlement must also
      constitute a Separation From Service.  However, if at the time the shares would otherwise be issued to a Participant in connection with a “separation from service” such Participant is subject to the distribution limitations contained in Section 409A
      applicable to “specified employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued before the date that is six months following the date of the Participant’s Separation From Service, or, if earlier, the date of
      the Participant’s death that occurs within such six month period.

    

    

    (iv)          The provisions in this subsection (e) for delivery of the shares in respect of the settlement of an RSU Award that is a Non-Exempt Award are
      intended to comply with the requirements of Section 409A so that the delivery of the shares to the Participant in respect of such Non-Exempt Award will not trigger the additional tax imposed under Section 409A, and any ambiguities herein will be so
      interpreted.

    

    

    12.          Severability.

    

    

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

    

    

    
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    13.          Termination of the Plan.

    

    

    The Board may suspend or terminate the Plan at any time.  No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date, or (ii) the date the Plan is
      approved by the Company’s stockholders.  No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

    

    

    14.          Definitions.

    

    

    As used in the Plan, the following definitions apply to the capitalized terms indicated below:

    

    

    (a)          “Acquiring Entity” means the surviving or acquiring corporation (or its parent
      company) in connection with a Corporate Transaction.

    

    

    (b)          “Adoption Date” means the date the Plan is first approved by the Board or Compensation
      Committee.

    

    

    (c)          “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the
      Company as such terms are defined in Rule 405 promulgated under the Securities Act.  The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

    

    

    (d)          “Applicable Law” means any applicable securities, federal, state, foreign, material
      local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented
      or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry
      Regulatory Authority).

    

    

    (e)          “Award” means any right to receive Common Stock, cash or other property granted under
      the Plan (including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award or any Other Award).

    

    

    (f)          “Award Agreement” means a written or electronic agreement between the
      Company and a Participant evidencing the terms and conditions of an Award.  The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and
      conditions applicable to the Award and which is provided, including through electronic means, to a Participant along with the Grant Notice.

    

    

    (g)          “Board” means the Board of Directors of the Company (or its designee).  Any decision
      or determination made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and binding on all Participants.

    

    

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

    

    

    
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    (i)          “Cause” has the meaning
      ascribed to such term in any written agreement between a Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) the
      Participant’s dishonest statements or acts with respect to the Company or any Affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii) the Participant’s
      commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) the Participant’s failure to perform the Participant’s assigned duties and responsibilities to the reasonable satisfaction of the Company
      which failure continues, in the reasonable judgment of the Company, after written notice given to the Participant by the Company; (iv) the Participant’s gross negligence, willful misconduct or insubordination with respect to the Company or any
      Affiliate of the Company; or (v) the Participant’s material violation of any provision of any agreement(s) between the Participant and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions. The
      determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Board with respect to Participants who are executive officers of the Company and by the Company’s Chief Executive
      Officer with respect to Participants who are not executive officers of the Company.  Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by
      such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

    

    

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

    

    

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

    

    

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

    

    

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

    

    

    (iv)          individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or
      recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

    

    

    Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the
      domicile of the Company, (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards
      subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with
        respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in
        order for the payment not to violate Section 409A of the Code.

    

    

    The consummation of the transactions contemplated by the Merger Agreement shall not constitute a Change in Control under the Plan.

    

    

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

    

    

    (l)          “Committee” means the Compensation Committee and any other committee of one or more
      Directors to whom authority has been delegated by the Board or Compensation Committee in accordance with the Plan.

    

    

    (m)          “Common Stock” means the common stock, par value $0.0001 per share, of the Company.

    

    

    
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    (n)          “Company” means Grindr Inc., a Delaware corporation.

    

    

    (o)          “Compensation Committee” means the Compensation Committee of the Board.

    

    

    (p)          “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of
      directors of an Affiliate and is compensated for such services.  However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the
        Plan.  Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale
        of the Company’s securities to such person.

    

    

    (q)          “Continuous Service” means that the Participant’s service with the Company or an
      Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated.  A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the
      Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will
      be considered to have terminated on the date such Entity ceases to qualify as an Affiliate.  For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of
      Continuous Service.  To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of
      absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.  Notwithstanding the foregoing, a leave of absence
      will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant,
      or as otherwise required by law.  In addition, to the extent required for exemption from or compliance with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed,
      in a manner that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).

    

    

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

    

    

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

    

    

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

    

    

    
      25

      
        


    

    

    

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

    

    

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

    

    

    Notwithstanding the foregoing or any other provision of this Plan, (A) the term Corporate Transaction shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the
      domicile of the Company, (B) the definition of Corporate Transaction (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards
      subject to such agreement; provided, however, that if no definition of Corporate Transaction or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect to any nonqualified
      deferred compensation that becomes payable on account of the Corporate Transaction, the transaction or event described in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to
      violate Section 409A of the Code.

    

    

    The consummation of the transactions contemplated by the Merger Agreement shall not constitute a Corporate Transaction under the Plan.

    

    

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

    

    

    (t)          “determine” or “determined” means as determined by the Board or the Committee (or its designee) in its sole discretion.

    

    

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

    

    

    (v)          “Effective Date” means the effective date of this Plan, which is the date of the
      closing of the transactions contemplated by the Merger Agreement, provided that this Plan is approved by the Company’s stockholders prior to such date.

    

    

    (w)          “Effective Time” has the meaning set forth in the Merger Agreement.

    

    

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

    

    

    (y)          “Employer” means the Company or the Affiliate of the Company that employs the
      Participant.

    

    

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

    

    

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

    

    

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

    

    

    (cc)          “Fair Market Value” means, as of any date, unless otherwise determined by the Board,
      the value of the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:

    

    

    (i)          If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing
      sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

    

    

    (ii)          If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling
      price on the last preceding date for which such quotation exists.

    

    

    (iii)          In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by the
      Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

    

    

    (dd)          “Governmental Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; (iii)
      governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center,
      organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority; or (iv) self-regulatory organization (including the Nasdaq Stock Market, New
      York Stock Exchange, and the Financial Industry Regulatory Authority).

    

    

    
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    (ee)          “Grant Notice” means the notice provided to a Participant that he or she has been
      granted an Award under the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule
      for the Award (if any) and other key terms applicable to the Award.

    

    

    (ff)          “Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan
      that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

    

    

    (gg)          “Materially Impair” means
      any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award.  A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its
      sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights.  For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under
      the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option or SAR that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code,
      (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code, (iv) to clarify the manner of exemption
      from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A,or (v) to comply with other Applicable Laws.

    

    

    (hh)          “Merger Agreement” means that certain agreement and plan of merger, dated as of May
      9, 2022, by and among the Company, Tiga Merger Sub LLC and Grindr, as amended by the first amendment to the Merger Agreement, dated as of October 5, 2022, by and among the Company, Tiga Merger Sub LLC, Tiga Merger Sub II LLC and Grindr.

    

    

    (ii)          “Non-Employee Director” means a Director who
      either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a
      Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not
      possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K;
      or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

    

    

    (jj)          “Non-Exempt Award” means
      any Award that is subject to, and not exempt from, Section 409A, including as the result of (i) a deferral of the issuance of the shares subject to the Award which is elected by the Participant or imposed by the Company, or (ii) the terms of any
      Non-Exempt Severance Agreement.

    

    

    (kk)          “Non-Exempt Director Award” means a Non-Exempt Award granted to a Participant who was
      a Director but not an Employee on the applicable grant date.

    

    

    (ll)          “Non-Exempt Severance Arrangement” means a severance arrangement or other agreement
      between the Participant and the Company that provides for acceleration of vesting of an Award and issuance of the shares in respect of such Award upon the Participant’s termination of employment or separation from service (as such term is defined in
      Section 409A(a)(2)(A)(i) of the Code (and without regard to any alternative definition thereunder) (“Separation from Service”) and such severance benefit does not satisfy the requirements
      for an exemption from application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(4), 1.409A-1(b)(9) or otherwise.

    

    

    
      28

      
        


    

    

    

    (mm)          “Nonstatutory Stock Option” means any option granted pursuant to Section 4 of the
      Plan that does not qualify as an Incentive Stock Option.

    

    

    (nn)          “Officer” means a person who is an officer of the Company within the meaning of
      Section 16 of the Exchange Act.

    

    

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

    

    

    (pp)          “Option Agreement” means a written or electronic agreement between the Company and
      the Optionholder evidencing the terms and conditions of the Option grant.  The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of the general terms and conditions applicable to the Option and
      which is provided, including through electronic means, to a Participant along with the Grant Notice.  Each Option Agreement will be subject to the terms and conditions of the Plan.

    

    

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

    

    

    (rr)          “Other Award” means an award valued in whole or in part by reference to, or otherwise
      based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the time of grant) that is not an Incentive Stock Option,
      Nonstatutory Stock Option, SAR, Restricted Stock Award, RSU Award or Performance Award.

    

    

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

    

    

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

    

    

    (uu)          “Participant” means an Employee, Director or Consultant to whom an Award is granted
      pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

    

    

    (vv)          “Performance Award” means an Award that may vest or may be exercised or a cash award
      that may vest or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5(b) pursuant to such terms as are approved by the Board. 
      In addition, to the extent permitted by Applicable Law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards.  Performance Awards that are settled in cash or
      other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common Stock.

    

    

    
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    (ww)          “Performance Criteria” means the one or more criteria that the Board will select for
      purposes of establishing the Performance Goals for a Performance Period.  The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Board: earnings
      (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average stockholder’s equity; return on
      assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue
      or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction;
      customer satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; financing; regulatory milestones; stockholder
      liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partnered programs;  partner satisfaction; budget management; partner or collaborator achievements; internal
      controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations, analysts and communication; implementation or completion of projects or processes; employee retention; number of users, including unique users; strategic
      partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution and sale of the Company’s products; supply chain achievements; co-development,
      co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected by the Board or Committee whether or not listed herein.

    

    

    (xx)          “Performance Goals” means, for a Performance Period, the one or more goals
      established by the Board for the Performance Period based upon the Performance Criteria.  Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either
      absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.  Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such
      other document setting forth the Performance Goals at the time the Performance Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows:
      (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to
      corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to
      assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common
      stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common
      stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures
      that are required to be expensed under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles.  In addition,
      the Board may establish or provide for other adjustment items in the Award Agreement at the time the Award is granted or in such other document setting forth the Performance Goals at the time the Performance Goals are established. In addition, the
      Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period.  Partial
      achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award.

    

    

    
      30

      
        


    

    

    

    (yy)          “Performance Period” means the period of time selected by the Board over which the
      attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of an Award.  Performance Periods may be of varying and overlapping duration, at the sole discretion of the
      Board.

    

    

    (zz)          “Plan” means this Grindr Inc. 2022 Equity Incentive Plan, as amended from time to
      time.

    

    

    (aaa)          “Plan Administrator” means the person, persons, and/or third-party administrator
      designated by the Company to administer the day to day operations of the Plan and the Company’s other equity incentive programs.

    

    

    (bbb)          “Post-Termination Exercise Period”
        means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as described in Section 4(h).

    

    

    (ccc)          “Restricted Stock Award” or “RSA” means an Award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

    

    

    (ddd)          “Restricted Stock
        Award Agreement” means a written or electronic agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant.  The
      Restricted Stock Award Agreement includes the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the Restricted Stock Award and which is provided, including
      by electronic means, to a Participant along with the Grant Notice.  Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

    

    

    
      31

      
        


    

    

    

    (eee)          “RSU Award” or “RSU” means an Award of restricted stock units representing the right to receive an issuance of shares of Common Stock which is
        granted pursuant to the terms and conditions of Section 5(a).

    

    

    (fff)          “RSU Award Agreement” means




      a written or electronic agreement between the Company and a holder of an RSU Award evidencing the terms and conditions of an RSU Award.  The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written
      summary of the general terms and conditions applicable to the RSU Award and which is provided, including by electronic means, to a Participant along with the Grant Notice.  Each RSU Award Agreement will be subject to the terms and conditions of the
      Plan.

    

    

    (ggg)          “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to
      Rule 16b-3, as in effect from time to time.

    

    

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

    

    

    (iii)          “Section 409A” means Section 409A of the Code and the regulations and other guidance
      thereunder.

    

    

    (jjj)          “Section 409A Change in Control” means a change in the ownership or effective
      control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition
      thereunder).

    

    

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

    

    

    (lll)          “Share Reserve” means the number of
        shares available for issuance under the Plan as set forth in Section 2(a).

    

    

    (mmm)          “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 4.

    

    

    (nnn)          “SAR Agreement” means a written or electronic agreement between the Company and a
      holder of a SAR evidencing the terms and conditions of a SAR grant.  The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general terms and conditions applicable to the SAR and which is
      provided, including by electronic means, to a Participant along with the Grant Notice.  Each SAR Agreement will be subject to the terms and conditions of the Plan.

    

    

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

    

    

    
      32

      
        


    

    
    

    

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

    

    

    (qqq)          “Trading Policy” means the Company’s policy permitting certain individuals to sell
      Company shares only during certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time to time.

    

    

    (rrr)          “Unvested Non-Exempt Award” means the portion of any Non-Exempt Award that had not
      vested in accordance with its terms upon or prior to the date of any Corporate Transaction.

    

    

    (sss)          “Vested Non-Exempt Award” means the portion of any Non-Exempt Award that had vested
      in accordance with its terms upon or prior to the date of a Corporate Transaction.

     

    

    
      33

      
        


    

    
    
       

      

      Grindr Inc.

      Stock Option Grant Notice

      (2022 Equity Incentive Plan)

      

      

      Grindr Inc. (the “Company”), pursuant to the Company’s 2022 Equity Incentive Plan (the ”Plan”),
        has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”).




        Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms
        not explicitly defined herein but defined in the Plan or the Stock Option Agreement shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable.

      

      

      	 	
              Optionholder:

            	 
	 	
              Date of Grant:

            	 
	 	
              Vesting Commencement Date:

            	 
	 	
              Number of Shares of Common Stock Subject to Option:

            	 
	 	
              Exercise Price (Per Share):

            	 
	 	
              Total Exercise Price:

            	 
	 	
              Expiration Date:

            	 


      

      

      	
              Type of Grant:

            	
              [Incentive Stock Option] OR [Nonstatutory Stock Option]

            
	 	 
	
              Exercise and 

              Vesting Schedule:

            	
              Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows:

            
	 	 
	 	
              [                                                                                           ]

            


      

      

      Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:

      

      

      	

            	•	
              The Option is governed by this Stock Option Grant Notice (this “Grant Notice”), and the provisions of the Plan and the Stock Option Agreement and the Notice of Exercise, all of
                which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) may not be
                modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company.

            


      

      

      	

            	•	
              [If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted to you) cannot be first exercisable for more than $100,000 in value (measured by exercise
                price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.]1

            


      

      

      	

            	•	
              You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established
                and maintained by the Company or another third party designated by the Company.

            


      

      

      

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

      
        1

        
          


      

      
      

      

      	

            	•	
              You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Stock Option Agreement,
                the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.

            


      

      

      	

            	•	
              The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the
                exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that
                specifies the terms that should govern this Option.

            


      

      

      	

            	•	
              Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission
                method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

            


      

      

      	
              Grindr Inc.

            	 	
              Optionholder:

            
	 	 	 	 	 
	
              By:

            	 	 	 
	 	
              Signature

            	 	
              Signature

            
	 	 	 	 	 
	
              Title:

            	 	 	
              Date:

            	 
	 	 	 	 	 
	
              Date:

            	 	 	 	 


      

      

      Attachments: Stock Option Agreement, 2022 Equity Incentive Plan, Notice of Exercise, Prospectus

       

      

      
        2

        
          


      

      
      

      

      Attachment I

      

      

      Grindr Inc.

      Stock Option Agreement

      (2022 Equity Incentive Plan)

      

      

      As reflected by your Stock Option Grant Notice (“Grant Notice”), Grindr Inc. (the “Company”)
        has granted you an option under the Company’s 2022 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice
        (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as
        applicable. The terms of your Option as specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement.

      

      

      The general terms and conditions applicable to your Option are as follows:

      

      

      1.          Governing Plan Document. Your Option is subject to all the provisions of the
        Plan, including but not limited to the provisions in:

      

      

      (a)          Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your Option;

      

      

      (b)          Section 9(e) regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the Option; and

      

      

      (c)          Section 8 regarding the tax consequences of your Option.

      

      

      Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option
        Agreement and the provisions of the Plan, the provisions of the Plan shall control.

      

      

      2.          Vesting. Your Option will vest as provided in your Grant Notice, subject to
        the provisions contained herein and the terms of the Plan. Vesting will cease upon the termination of your Continuous Service.

      

      

      3.          Exercise.

      

      

      (a)          You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time during its term by delivery of payment
        of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan Administrator, which may include an electronic submission. Please
        review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods.

      

      

      (b)          To the extent permitted by Applicable Law, you may pay your Option exercise price as follows:

      

      

      (i)          cash, check, bank draft or money order;

       

      

      
        Attachment I-1

        
          


      

      

      

      (ii)          subject to Company and/or Committee consent at the time of exercise, pursuant to a “cashless exercise” program as further described in Section
        4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded;

      

      

      (iii)          subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned shares of Common Stock as further
        described in Section 4(c)(iii) of the Plan; or

      

      

      (iv)          subject to Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise”
        arrangement as further described in Section 4(c)(iv) of the Plan.

      

      

      4.          Term. You may not exercise your Option before the commencement of its term or
        after its term expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following:

      

      

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

      

      

      (b)          three months after the termination of your Continuous Service for any reason other than Cause, Disability or death;

      

      

      (c)          12 months after the termination of your Continuous Service due to your Disability;

      

      

      (d)          18 months after your death if you die during your Continuous Service;

      

      

      (e)          immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in connection with a Corporate Transaction;

      

      

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

      

      

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

      

      

      Notwithstanding the foregoing, if you die during the period provided in Section 4(b) or 4(c) above, the term of your Option shall not expire until the earlier of (i) 18 months after your death, (ii) upon any
        termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of
        your Option may be extended as provided in Section 4(i) of the Plan.

      

      

      To obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the date of grant of your Option and ending on the day three
        months before the date of your Option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. If the Company provides for the extended exercisability of your Option under certain
        circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your employment terminates.

      

      

      5.          Withholding Obligations. As further provided in Section 8 of the Plan: (a) you
        may not exercise your Option unless the applicable tax withholding obligations are satisfied; and (b) at the time you exercise your Option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding
        from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the
        extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with the exercise of your Option in accordance with the withholding procedures
        established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock subject to your Option, unless and until such
        obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree to indemnify and hold the Company harmless from
        any failure by the Company to withhold the proper amount.

       

      

      
        Attachment I-2

        
          


      

      

      

      6.          Incentive Stock Option Disposition Requirement. If your Option is an Incentive
        Stock Option, you must notify the Company in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your Option that occurs within two years after the date of your Option grant or
        within one year after such shares of Common Stock are transferred upon exercise of your Option.

      

      

      7.          Transferability. Except as otherwise provided in Section 4(e) of the Plan,
        your Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you.

      

      

      8.          Corporate Transaction. Your Option is subject to the terms of any agreement
        governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any
        contingent consideration.

      

      

      9.          No Liability for Taxes. As a condition
        to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the Option or other Company compensation and (b) acknowledge
        that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have either done so or knowingly and voluntarily declined to do so. Additionally, you acknowledge that
        the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of
        compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue
        Service asserts that such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

      

      

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

      

      

      11.          Other Documents. You hereby acknowledge receipt of or the right to receive a
        document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy.

      

      

      12.          Questions. If you have questions regarding these or any other terms and
        conditions applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus.

      

      

      *  *  *  *

       

      

      
        Attachment I-3

        
          


      

      
      

      

      Attachment II

      

      

      2022 Equity Incentive Plan

       

      

      
        Attachment II-1

        
          


      

      
      

      

      Attachment III

      

      

      Grindr Inc.

      Notice of Exercise

      (2022 Equity Incentive Plan)

      

      

      Grindr Inc.

      	
              [ADDRESS]

            	
              Date of Exercise: _______________

            


      

      

      This constitutes notice to Grindr Inc. (the “Company”) that I elect to purchase the below number of shares of Common Stock of the Company
        (the ”Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined in the Stock Option Grant Notice,
        Stock Option Agreement or 2022 Equity Incentive Plan (the ”Plan”) shall have the meanings set forth in the Stock Option Grant Notice, Stock Option Agreement or Plan, as applicable. Use of
        certain payment methods is subject to Company and/or Committee consent and certain additional requirements set forth in the Stock Option Agreement and the Plan.

      

      

      	 	
              Type of option (check one):

            	
              Incentive  ☐

            	
              Nonstatutory  ☐

            
	 	 	 	 
	 	
              Date of Grant:

            	
              _______________

            	 
	 	 	 	 
	 	
              Number of Shares as

              to which Option is

              exercised:

            	
              _______________

            	 
	 	 	 	 
	 	
              Certificates to be

              issued in name of:

            	
              _______________

            	 
	 	 	 	 
	 	
              Total exercise price:

            	
              $______________

            	 
	 	 	 	 
	 	
              Cash, check, bank draft or money order delivered herewith:

            	
              $______________

            	 
	 	 	 	 
	 	
              Value of ________ Shares delivered herewith:

            	
              $______________

            	 
	 	 	 	 
	 	
              Regulation T Program (cashless exercise):

            	
              $______________

            	  
	 	 	 	 
	 	
              Value of _______ Shares pursuant to net exercise:

            	
              $______________

            	  


      

      

      By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Plan, (ii) to satisfy the tax withholding obligations, if any, relating to the
        exercise of this Option as set forth in the Stock Option Agreement, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise
        of this Option that occurs within two years after the Date of Grant or within one year after such Shares are issued upon exercise of this Option.

      

      

      
        Attachment III-1

        
          


      

      	 	
              Very truly yours,

            
	 	 
	 	 


      

      

      

      

      

      

      [Signature Page to the Notice of Exercise – Grindr Inc.]

      
        
          


      

      
      

      

      Attachment IV

      

      

      Prospectus

       

      

      
        Attachment IV-1

        
          


      

      
      

      

      Grindr Inc.

      RSU Award Grant Notice

      (2022 Equity Incentive Plan)

      

      

      Grindr Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted
        stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein
        and in the Company’s 2022 Equity Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached
        hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement.

      

      

      	 	
              Participant:

            	 
	 	
              Date of Grant:

            	 
	 	
              Vesting Commencement Date:

            	 
	 	
              Number of Restricted Stock Units:

            	 


      

      

      	
              Vesting Schedule:

            	
              [______________________________________________________].

            
	 	
              Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service.

            
	 	 
	
              Issuance Schedule:

            	
              One share of Common Stock will be issued at the time set forth in Section 6 of the Agreement for each restricted stock unit which vests.

            


      

      

      Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:

      

      

      	

            	•	
              The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the provisions of the Plan and the Agreement, all of which are made a part of this document.
                Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified, amended or revised except in a writing signed
                by you and a duly authorized officer of the Company.

            


      

      

      	

            	•	
              You consent to receive this Grant Notice, the Agreement, the Plan, the Prospectus and any other Plan-related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and
                maintained by the Company or another third party designated by the Company.

            


      

      

      	

            	•	
              You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus. In the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the
                terms of the Plan shall control.

            


      

      

      	

            	•	
              The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with
                the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement, offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in
                each case that specifies the terms that should govern this RSU Award.

            


       

      

      
        1

        
          


      

      

      

      
        	
                Grindr Inc.

              	 	
                Participant:

              
	 	 	 	 	 
	
                By:

              	 	 	 
	 	
                Signature

              	 	
                Signature

              
	 	 	 	 	 
	
                Title:

              	 	 	
                Date:

              	 
	 	 	 	 	 
	
                Date:

              	 	 	 	 


      

      

      

      	Attachments:	
              RSU Award Agreement, 2022 Equity Incentive Plan, Prospectus

            


       

      

      
        2

        
          


      

      
      

      

      Attachment I

      

      

      Grindr Inc.

      Award Agreement

      (2022 Equity Incentive Plan)

      

      

      As reflected by your RSU Award Grant Notice (“Grant Notice”), Grindr Inc. (the “Company”)




        has granted you a RSU Award under the Company’s 2022 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (this “Agreement”) and the Grant
        Notice constitute your “RSU Award Agreement.” Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the
        Grant Notice or Plan, as applicable.

      

      

      The general terms applicable to your RSU Award are as follows:

      

      

      1.          Governing Plan Document. Your RSU Award is subject to all the provisions of
        the Plan, including but not limited to the provisions in:

      

      

      (a)          Section 6 of the Plan regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award;

      

      

      (b)          Section 9(e) of the Plan regarding the Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the RSU
        Award; and

      

      

      (c)          Section 8 of the Plan regarding the tax consequences of your RSU Award.

      

      

      Your RSU Award is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU
        Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.

      

      

      2.          Grant of the RSU Award. This RSU Award represents your right to be issued on a
        future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and subject to your satisfaction of the vesting
        conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth
        in the Plan and the provisions of Section 4 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other
        Restricted Stock Units covered by your RSU Award.

      

      

      3.          Vesting. Your Restricted Stock Units will vest in accordance with the vesting
        schedule provided in the Grant Notice, subject to the provisions contained herein and the terms of the Plan. Vesting will cease upon the termination of your Continuous Service.

      

      

      4.          Dividends. You shall receive no benefit or adjustment to this RSU Award with
        respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in
        connection with your RSU Award after such shares have been delivered to you.

       

      

      
        Attachment I-1

        
          


      

      

      

      5.          Withholding Obligations. As further provided in Section 8 of the Plan, you
        hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise
        in connection with your RSU Award (the ”Withholding Obligation”) in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is satisfied,
        the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of Common Stock or it is determined after the delivery
        of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. The manner
        in which the Withholding Obligation is satisfied shall be determined by the Company in its sole and absolute discretion.

      

      

      6.          Date of Issuance.

      

      

      (a)          The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will
        be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock for each
        Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 4 above, and subject to any different provisions in the Grant Notice). Each issuance date determined by this paragraph is referred to as an
        “Original Issuance Date.”

      

      

      (b)          If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. In
        addition, if:

      

      

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

      

      

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

      

      

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

        

      

      
        Attachment I-2

        
          


      

      

      

      (c)          To the extent the RSU Award is a Non-Exempt RSU Award, the provisions of Section 11 of the Plan shall apply.

      

      

      7.          Transferability. Except as otherwise provided in the Plan, your RSU Award is
        not transferable, except by will or by the applicable laws of descent and distribution.

      

      

      8.          Corporate Transaction. Your RSU Award is subject to the terms of any agreement
        governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and any
        contingent consideration.

      

      

      9.          No Liability for Taxes. As a condition
        to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the RSU Award or other Company compensation and (b)
        acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.

      

      

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

      

      

      11.          Other Documents. You hereby acknowledge receipt of or the right to receive a
        document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of the Company’s Trading Policy.

      

      

      12.          Questions. If you have questions regarding these or any other terms and
        conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus.

       

      

      
        Attachment I-3

        
          


      

      
      

      

      Attachment II

      

      

      2022 Equity Incentive Plan

       

      

      
        Attachment II-1

        
          


      

      
      

      

      Attachment III

      

      

      Prospectus

      

      

      

    

  

  Attachment III-1