Exhibit 10.12


 


TEMPO AUTOMATION, INC.


 


AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN


 


(as amended and restated on September 9, 2022)


 


1.            Purposes
of the Plan. This Plan amends and restates in its entirety the Tempo Automation, Inc. 2015 Equity Incentive Plan (as amended
through August 10, 2021, the “Original Plan”). The purposes of this Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and
to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the provisions of Section 422
of the Code and the regulations promulgated thereunder. Restricted Stock and Restricted Stock Units may also be granted under the Plan.


 


 2.             Definitions. As used herein, the following definitions shall apply:




 


 (a)              “Administrator” means the Board or a Committee.




 


(b)              “Affiliate” means
(i) an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity and
(ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.


 


(c)             “Applicable
Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable U.S.
federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country
or jurisdiction where Options, Restricted Stock or Restricted Stock Units are granted under the Plan or Participants reside or provide
services, as such laws, rules, and regulations shall be in effect from time to time.


 


(d)             “Award”
means any award of an Option, Restricted Stock or Restricted Stock Units under the Plan.


 


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




 


(f)             “California
Participant” means a Participant whose Award is issued in reliance on Section 25102(o) of the California
Corporations Code.


 


(g)             “Cashless Exercise”
means a program approved by the Administrator in which payment of the Option exercise price or tax withholding obligations or other
required deductions may be satisfied, in whole or in part, with Shares subject to the Option, including by delivery of an irrevocable
direction to a securities broker (on a form prescribed by the Company) to sell Shares and to deliver all or part of the sale proceeds
to the Company in payment of such amount.


 






     


     


    

 


(h)            “Cause”
for termination of a Participant’s Continuous Service Status will exist (unless another definition is provided in an applicable
Option Agreement, Restricted Stock Purchase Agreement, Restricted Stock Unit Agreement, employment agreement or other applicable written
agreement) if the Participant’s Continuous Service Status is terminated for any of the following reasons: (i) any material
breach by Participant of any material written agreement between Participant and the Company and Participant’s failure to cure such
breach within 30 days after receiving written notice thereof; (ii) Participant’s conviction of, or plea of guilty or nolo
contendre to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company;
(iii) Participant’s commission of or participation in an act of fraud against the Company; (iv) Participant’s intentional
material damage to the Company’s business, property or reputation; or (v) Participant’s unauthorized use or disclosure
of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure
as a result of his or her relationship with the Company. For purposes of clarity, a termination with “Cause” does
not include any termination that occurs as a result of Participant’s death or disability. The determination as to whether a Participant’s
Continuous Service Status has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on
the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment
or consulting relationship at any time, and the term “Company” will be interpreted to include any Subsidiary,
Parent, Affiliate, or any successor thereto, if appropriate.


 


(i)            “Change of Control”
means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below),
(ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another
corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation of a transaction,
or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of all of the Company’s then outstanding voting securities.


 


Notwithstanding the foregoing, a transaction shall
not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create
a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately
before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Board. An “Excluded
Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately
prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled
to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.


 


(j)            “Code” means the Internal
Revenue Code of 1986, as amended.




 


(k)           “Committee”
means one or more committees or subcommittees of the Board consisting of two (2) or more Directors (or such lesser or greater
number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee of
the Board) appointed by the Board to administer the Plan in accordance with Section 4 below.




 






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(l)            “Common Stock” means
the Company’s common stock, par value $0.00001 per share, as adjusted pursuant to Section 11 below.


 


(m)            “Company”
means Tempo Automation, Inc., a Delaware corporation.




 


(n)            “Consultant”
means any person or entity, including an advisor but not an Employee, that renders, or has rendered, services to the Company, or
any Parent, Subsidiary or Affiliate and is compensated for such services, and any Director whether compensated for such services or not.


 


(o)            “Continuous
Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company approved
sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved by the Company, provided that, if an Employee
is holding an Incentive Stock Option and such leave exceeds 3 months then, for purposes of Incentive Stock Option status only, such Employee’s
service as an Employee shall be deemed terminated on the 1st day following such 3-month period and the Incentive Stock Option shall thereafter
automatically become a Nonstatutory Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration of such
leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy. Also, Continuous Service
Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of
the Company or between the Company, its Parents, Subsidiaries or Affiliates, or their respective successors, or a change in status from
an Employee to a Consultant or from a Consultant to an Employee.


 


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




 


(q)             “Disability”
means “disability” within the meaning of Section 22(e)(3) of the Code.


 


(r)            “Employee”
means any person employed by the Company, or any Parent, Subsidiary or Affiliate, with the status of employment determined pursuant
to such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws, including
the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute “employment” of such
director by the Company or any Parent, Subsidiary or Affiliate.


 


(s)            “Exchange Act”
means the Securities Exchange Act of 1934, as amended.




 


(t)            “Fair
Market Value” means, as of any date, the per share fair market value of the Common Stock, as determined by the Board
in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the
determination of Fair Market Value shall be based upon (i) if the Common Stock is a Listed Security, the per share closing
price as reported in The Wall Street Journal for the applicable date or (ii) using a reasonable application of a
reasonable valuation method selected by the Board in accordance with Section 1.409A-1(b)(iv) of the U.S. Treasury
Regulations.


 


(u)            “Family Members”
means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter- in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Participant,
any person sharing the Participant’s household (other than a tenant or employee), a trust in which these persons (or the Participant)
have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets,
and any other entity in which these persons (or the Participant) own more than 50% of the voting interests.


 






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(v)            “Incentive
Stock Option” means an Option intended to, and which does, in fact, qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(w)            “Involuntary
Termination” means (unless another definition is provided in the applicable Option Agreement, Restricted Stock Purchase
Agreement, Restricted Stock Unit Agreement, employment agreement or other applicable written agreement) the termination of a Participant’s
Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause by the Company or a Parent, Subsidiary,
Affiliate or successor thereto, as appropriate.


 


(x)            “Listed Security”
means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved
for designation as a national market system security on an interdealer quotation system by the Financial Industry Regulatory Authority
(or any successor thereto).


 


(y)            “Nonstatutory
Stock Option” means an Option that is not intended to, or does not, in fact, qualify as an Incentive Stock Option.


 


(z)            “Option”
means a stock option granted pursuant to the Plan.


 


(aa)          “Option Agreement”
means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms
of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but
not limited to, a notice of stock option grant and a form of exercise notice.


 


(bb)          “Option Exchange
Program” means a program approved by the Administrator whereby outstanding Options (i) are exchanged for Options with
a lower exercise price, Restricted Stock, Restricted Stock Units, cash or other property or (ii) are amended to decrease the exercise
price as a result of a decline in the Fair Market Value.


 


(cc)          “Optioned Stock”
means Shares that are subject to an Option or that were issued pursuant to the exercise of an Option.


 


(dd)          “Optionee” means
an Employee or Consultant who receives an Option.




 


(ee)          “Parent” means
any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of grant of the
Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption
of the Plan shall be considered a Parent commencing as of such date.


 






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(ff)          “Participant”
means any holder of one or more Awards or Shares issued pursuant to an Award.


 


(gg)          “Plan”
means this Tempo Automation, Inc. Amended and Restated 2015 Equity Incentive Plan.


 


(hh)          “Restricted
Stock” means Shares acquired pursuant to a right to purchase or receive Common Stock granted pursuant to Section 8
below.


 


(ii)          “Restricted
Stock Purchase Agreement” means a written document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of Restricted Stock granted under the Plan and includes any documents attached to such agreement.


 


(jj)          “Restricted
Stock Unit” means an unfunded, unsecured right granted pursuant to Section 9 below to receive, on the applicable settlement
date, one Share or an amount in cash or other consideration determined by the Administrator equal to the value thereof as of such payment
date.


 


(kk)          “Restricted
Stock Unit Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of Restricted Stock Units granted under the Plan and includes any documents attached to such agreement.


 


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


 


(mm)        “Share”
means a share of Common Stock, as adjusted in accordance with Section 11 below.


 


(nn)          “Stock Exchange”
means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.


 


(oo)          “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of grant
of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status
of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.


 


(pp)          “Ten Percent
Holder” means a person who owns stock representing more than 10% of the voting power of all classes of stock of the Company
or any Parent or Subsidiary measured as of an Award’s date of grant.


 


3.          Stock Subject
to the Plan. Subject to the provisions of Section 11 below, the maximum aggregate number of Shares that may be
issued under the Plan is 18,212,681 Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock
Options. The Shares issued under the Plan may be authorized, but unissued, or reacquired Shares. If an Award should expire or become
unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the
unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan
for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company upon exercise of an Award in order
to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as
not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan
and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to
the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with the
termination of a Participant’s Continuous Service Status) shall again be available for future grant under the Plan.
Notwithstanding the foregoing, subject to the provisions of Section 11 below, in no event shall the maximum aggregate
number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in the first
sentence of this Section 3 plus, to the extent allowable under Section 422 of the Code and the Treasury Regulations
promulgated there under, any Shares that again become available for issuance pursuant to the remaining provisions of this Section 3.


 






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4.            Administration
of the Plan.


 


(a)             General.
The Plan shall be administered by the Board, a Committee appointed by the Board, or any combination thereof, as determined by the Board.
The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by
Applicable Laws, the Board may authorize one or more officers of the Company to make Awards under the Plan to Employees and Consultants
(who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board.


 


(b)             Committee Composition.
If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and
dissolve a Committee and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the case of a
Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the
extent permitted or required by such provisions.


 


(c)             Powers of the
Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its sole discretion:


 


(i)             to determine the
Fair Market Value in accordance with Section 2(t) above, provided that such determination shall be applied consistently
with respect to Participants under the Plan;


 


(ii)             to select the Employees
and Consultants to whom Awards may from time to time be granted;


 


(iii)            to
determine the number of Shares to be covered by each Award;


 






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(iv)            to
approve the form(s) of agreement(s) and other related documents used under the Plan;


 


(v)             to determine the
terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions include
but are not limited to the exercise or purchase price, the time or times when Awards may vest and/or be exercised (which may be based
on performance criteria), the circumstances (if any) when vesting will be accelerated or forfeiture restrictions will be waived, the date(s) on
which Awards may be settled, and any restriction or limitation regarding any Award, Optioned Stock, Restricted Stock or Restricted Stock
Units;


 


(vi)             to amend any outstanding
Award or agreement related to any Optioned Stock, Restricted Stock, or Restricted Stock Units, including any amendment adjusting vesting
(e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided
that no amendment shall be made that would materially and adversely affect the rights of any Participant without his or her consent;


 


(vii)             to determine whether
and under what circumstances an Option or Restricted Stock Unit may be settled in cash or other consideration under Section 7(c)(iii) or
Section 9(b) below (as applicable) instead of Common Stock;


 


(viii)             subject to Applicable
Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange Program without consent of
the holders of capital stock of the Company, provided that no amendment or adjustment to an Option that would materially and adversely
affect the rights of any Participant shall be made without his or her consent;


 


(ix)             to approve addenda
pursuant to Section 19 below or to grant Awards to, or to modify the terms of, any outstanding Option Agreement, Restricted
Stock Purchase Agreement, Restricted Stock Unit Agreement or any agreement related to any Optioned Stock, Restricted Stock or Restricted
Stock Units held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as
the Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the
terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and


 


(x)             to construe and interpret
the terms of the Plan, any Option Agreement, Restricted Stock Purchase Agreement or Restricted Stock Unit Agreement, and any agreement
related to any Optioned Stock, Restricted Stock or Restricted Stock Units, which constructions, interpretations and decisions shall be
final and binding on all Participants.


 


(d)             Indemnification. To
the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable), or
of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures
to act in bad faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval,
or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided
that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or
proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s
Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any other power that the Company may
have to indemnify or hold harmless each such person.


 






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5.            Eligibility.


 


(a)             Recipients of
Grants. Nonstatutory Stock Options, Restricted Stock and Restricted Stock Units may be granted to Employees and Consultants. Incentive
Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock
Options.


 


(b)             Type of Option.
Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.


 


(c)             ISO $100,000
Limitation. Notwithstanding any designation under Section 5(b) above, to the extent that the aggregate Fair Market
Value of Shares with respect to which options designated as incentive stock options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess options shall be treated
as nonstatutory stock options. For purposes of this Section 5(c), incentive stock options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares subject to an incentive stock option shall be determined as
of the date of the grant of such option.


 


(d)             No Employment
Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any right with respect to continuation of
an employment or consulting relationship with the Company (any Parent, Subsidiary or Affiliate), nor shall it interfere in any way with
such Employee’s or Consultant’s right or the Company’s (Parent’s, Subsidiary’s or Affiliate’s) right
to terminate his or her employment or consulting relationship at any time, with or without cause.


 


6.            Term
of Plan. This Plan became effective on September 9, 2022, and shall continue in effect for a term of 10 years unless sooner
terminated under Section 13 below.


 


 7.            Options.




 


(a)             Term of Option.
The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than 10 years from the
date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive
Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be 5 years from the
date of grant thereof or such shorter term as may be provided in the Option Agreement.


 






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(b)            Option
Exercise Price and Consideration.


 


(i)             Exercise Price.
The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall be such price as is determined by
the Administrator and set forth in the Option Agreement, but shall be subject to the following:


 


(1)            In
the case of an Incentive Stock Option


 


a.             granted to an Employee who at the time of grant
is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value on the date of grant;


 


b.             granted to any other Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value on the date of grant;


 


(2)             Except as provided
in subsection (3) below, in the case of a Nonstatutory Stock Option the per Share exercise price shall be such price as is
determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the date
of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of the Code; and


 


(3)             
Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as
required above pursuant to a merger or other corporate transaction.


 


(ii)             Permissible
Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option and to the extent required by
Applicable Laws, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) to
the extent permitted under, and in accordance with, Applicable Laws, delivery of a promissory note with such recourse, interest,
security and redemption provisions as the Administrator determines to be appropriate (subject to the provisions of Section 152
of the General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned Shares that have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised;
(6) a Cashless Exercise; (7) such other consideration and method of payment permitted under Applicable Laws; or
(8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept,
the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the
Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option
exercise.


 


 (c)             Exercise of Option.




 


 (i)             General.




 


(1)             Exercisability. Any
Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent
with the terms of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with
respect to the Company, and Parent, Subsidiary or Affiliate, and/or the Optionee.


 






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(2)             Leave of Absence.
The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any
leave of absence; provided, however, that in the absence of such determination, vesting of Options shall continue during any paid leave
and shall be tolled during any unpaid leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event
of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Optionee’s returning from
military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and
Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had
the Optionee continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave
on the same terms as he or she was providing services immediately prior to such leave.


 


(3)             Minimum Exercise
Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised
as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares
as to which the Option is then exercisable.


 


(4)             Procedures for
and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been received by the Company
in accordance with the terms of the Option Agreement by the person entitled to exercise the Option and the Company has received full payment
for the Shares with respect to which the Option is exercised and has paid, or made arrangements to satisfy, any applicable taxes, withholding,
required deductions or other required payments in accordance with Section 9 below. The exercise of an Option shall result
in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.


 


(5)             Rights as Holder
of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock
shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock is issued, except as provided in Section 11 below.


 


(ii)             Termination
of Continuous Service Status. The Administrator shall establish and set forth in the applicable Option Agreement the terms and
conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status,
which provisions may be waived or modified by the Administrator at any time. To the extent that an Option Agreement does not specify the
terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following
provisions shall apply:


 






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(1)             General
Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled
within the time specified below, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall
revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement
(and subject to this Section 7).


 


(2)             Termination other
than Upon Disability or Death. In the event of termination of an Optionee’s Continuous Service Status other than under
the circumstances set forth in the subsections (3) and (4) below, such Optionee may exercise any outstanding
Option at any time within 3 month(s) following such termination to the extent the Optionee is vested in the Optioned Stock.


 


(3)             Disability of Optionee.
In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability, such Optionee
may exercise any outstanding Option at any time within 12 month(s) following such termination to the extent the Optionee is vested
in the Optioned Stock.


 


(4)             Death of Optionee.
In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of any outstanding
Option, or within 3 month(s) following termination of the Optionee’s Continuous Service Status, the Option may be exercised
by any beneficiaries designated in accordance with Section 17 below, or if there are no such beneficiaries, by the Optionee’s
estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within 12 month(s) following
the date the Optionee’s Continuous Service Status terminated, but only to the extent the Optionee is vested in the Optioned Stock.


 


(iii)             Buyout Provisions.
The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based
on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.


 


8.            Restricted
Stock.


 


(a)             Rights to Purchase.
When a right to purchase or receive Restricted Stock is granted under the Plan, the Company shall advise the recipient in writing
of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to
purchase, the price to be paid, if any (which shall be as determined by the Administrator, subject to Applicable Laws, including any
applicable securities laws), and the time within which such person must accept such offer. The permissible consideration for Restricted
Stock shall be determined by the Administrator and shall be the same as is set forth in Section 7(b)(ii) above with
respect to exercise of Options. The offer to purchase Shares shall be accepted by execution of a Restricted Stock Purchase Agreement
in the form determined by the Administrator.


 


(b)            Repurchase
Option.


 


(i)             General. Unless
the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable
upon the voluntary or involuntary termination of the Participant’s Continuous Service Status for any reason (including death or
Disability) at a purchase price for Shares equal to the original purchase price paid by the purchaser to the Company for such Shares
and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as
the Administrator may determine.


 






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(ii)             Leave of Absence.
The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall continue
during any paid leave and shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination,
such lapsing shall be tolled during any leave (unless otherwise required by Applicable Laws). Notwithstanding the foregoing, in the event
of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a
Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under
the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares purchased
pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide
services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was
providing services immediately prior to such leave.


 


(c)             Other Provisions.
The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan
as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements
need not be the same with respect to each Participant.


 


(d)             Rights as a Holder
of Capital Stock. Once the Restricted Stock is purchased, the Participant shall have the rights equivalent to those of a holder
of capital stock, and shall be a record holder when his or her purchase and the issuance of the Shares is entered upon the records of
the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date
is prior to the date the Restricted Stock is purchased, except as provided in Section 11 below.


 


9.            Restricted
Stock Units.


 


(a)             General.
When an Award of Restricted Stock Units is granted under the Plan, the Company shall advise the recipient in writing of the terms, conditions
and restrictions related to the Award, including the number of Restricted Stock Units subject to the Award, the terms and conditions for
vesting, forfeiture and settlement, in each case, if any, and the time (if any) within which such person must accept such Award. The Restricted
Stock Unit Award shall be accepted by execution of a Restricted Stock Unit Agreement in the form determined by the Administrator.


 


(b)             Settlement. Upon
the vesting of a Restricted Stock Unit, the Participant shall be entitled to receive from the Company one Share or an amount of cash
or other property equal to the Fair Market Value of one Share on the settlement date, as the Administrator shall determine and provide
in the applicable Restricted Stock Unit Agreement. The Administrator may provide that settlement of Restricted Stock Units shall occur
upon or as soon as reasonably practicable after the vesting of the Restricted Stock Units or shall instead be deferred, either on a mandatory
basis or at the election of the Participant, in a manner that (to the extent applicable) complies with Section 409A.


 






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(c)             Leave
of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of an Award of Restricted
Stock Units shall continue during any paid leave and shall be tolled during any unpaid leave of absence; provided, however, that in the
absence of such determination, such vesting shall be tolled during any leave (unless otherwise required by Applicable Laws or unless
such tolling results in a violation of Section 409A). Notwithstanding the foregoing, in the event of military leave, the vesting
shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions
that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or
she shall be given vesting credit with respect to Restricted Stock Units to the same extent as would have applied had the Participant
continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same
terms as he or she was providing services immediately prior to such leave.


 


(d)             Other Provisions.
The Restricted Stock Unit Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Unit Agreements need not be the
same with respect to each Participant.


 


(e)             Rights as a Holder
of Capital Stock. Until the issuance of a Share upon settlement of a Restricted Stock Unit (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other
rights as a holder of capital stock shall exist with respect to the Restricted Stock Unit, notwithstanding the vesting of the Restricted
Stock Unit. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock is issued,
except as provided in Section 11 below.


 


10.            Taxes.


 


(a)             As a condition of the
grant, vesting, exercise and/or settlement (as applicable) of an Award, the Participant (or in the case of the Participant’s death
or a permitted transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for
the satisfaction of any applicable U.S. federal, state, local or foreign tax, withholding, and any other required deductions or payments
that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations
are satisfied.


 


(b)             The Administrator
may, to the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant’s death or a
permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding, or any
other required deductions or payments by Cashless Exercise, by surrendering Shares (either directly or by stock attestation) that he
or she previously acquired or, with respect to Restricted Stock Units, by the Company withholding Shares otherwise issuable upon
settlement of such Restricted Stock Units or by delivery of an irrevocable direction to a securities broker (on a form prescribed by
the Company) to sell Shares otherwise issuable upon settlement of such Restricted Stock Units and to deliver all or part of the sale
proceeds to the Company in payment of the required amount (an “RSU Cashless Settlement”); provided that,
unless specifically permitted by the Company, any such Cashless Exercise or RSU Cashless Settlement, as applicable, must be an
approved broker-assisted Cashless Exercise or RSU Cashless Settlement or the Shares withheld in the Cashless Exercise or RSU
Cashless Settlement, as applicable, must be limited to avoid financial accounting charges under applicable accounting guidance and
any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges
under applicable accounting guidance. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions,
including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.


 






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11.            Adjustments
Upon Changes in Capitalization, Merger or Certain Other Transactions.


 


(a)             Changes in Capitalization.
Subject to any action required under Applicable Laws by the holders of capital stock of the Company, (i) the numbers and class of
Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y) covered by each
outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share
applicable to Shares issued pursuant to any Award, shall be automatically proportionately adjusted in the event of a stock split, reverse
stock split, stock dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In the event of
any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an
extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that has a material effect on the Fair
Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization,
merger, a spin- off, split-up, change in corporate structure or a similar occurrence, the Administrator shall make appropriate adjustments,
in its discretion, in one or more of (i) the numbers and class of Shares or other stock or securities: (x) available for future
Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each
outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment
by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares
subject to an Award. If, by reason of a transaction described in this Section 11(a) or an adjustment pursuant to this
Section 11(a), a Participant’s Award agreement or agreement related to any Optioned Stock, Restricted Stock or Restricted
Stock Units covers additional or different shares of stock or securities, then such additional or different shares, and the Award agreement
or agreement related to the Optioned Stock, Restricted Stock or Restricted Stock Units in respect thereof, shall be subject to all of
the terms, conditions and restrictions which were applicable to the Award, Optioned Stock, Restricted Stock and Restricted Stock Units
prior to such adjustment.


 






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(b)             Dissolution or
Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the
consummation of such action, unless otherwise determined by the Administrator.


 


(c)             Corporate
Transactions. In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a
merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another
corporation, entity or person, or (iii) the consummation of a transaction, or series of related transactions, in which any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s
then outstanding capital stock (a “Corporate Transaction”), each outstanding Award (vested or unvested)
will be treated as the Administrator determines, which determination may be made without the consent of any Participant and need not
treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any
Participant, may provide (without limitation) for one or more of the following in the event of a Corporate Transaction: (A) the
continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of
such outstanding Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its
parent of new options or equity awards for such Awards; (D) the cancellation of such Awards in exchange for a payment to the
Participants equal to the excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of
such Corporate Transaction over (2) the exercise price or purchase price paid or to be paid for the Shares subject to the
Awards; or (E) the cancellation of any outstanding Options, an outstanding right to purchase Restricted Stock, or outstanding
Restricted Stock Unit, in any case, for no consideration.


 


12.            Non-Transferability
of Awards.


 


(a)             General.
Except as set forth in this Section 12, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not
constitute a transfer. An Option may be exercised, during the lifetime of the holder of the Option, only by such holder or a transferee
permitted by this Section 12.


 


(b)             Limited
Transferability Rights. Notwithstanding anything else in this Section 12, the Administrator may in its sole
discretion provide that any Nonstatutory Stock Options or Restricted Stock Units may be transferred by instrument to an inter vivos
or testamentary trust in which the Options or Restricted Stock Units are to be passed to beneficiaries upon the death of the trustor
(settlor) or by gift to Family Members. Further, beginning with (i) the period when the Company begins to rely on the exemption
described in Rule 12h-1(f)(1) promulgated under the Exchange Act, as determined by the Board in its sole discretion, and
(ii) ending on the earlier of (A) the date when the Company ceases to rely on such exemption, as determined by the Board
in its sole discretion, or (B) the date when the Company becomes subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, an Option or Award of Restricted Stock Units, or prior to exercise or settlement (as applicable),
the Shares subject to the Option or Restricted Stock Units, may not be pledged, hypothecated or otherwise transferred or disposed
of, in any manner, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively),
other than to (i) persons who are Family Members through gifts or domestic relations orders, or (ii) to an executor or
guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing sentence, the Board, in
its sole discretion, may permit transfers of Nonstatutory Stock Options or Restricted Stock Units to the Company or in connection
with a Change of Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).


 






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13.             Time of Granting
Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination
granting such Award, or such other date as is determined by the Administrator.


 


14.             Amendment and Termination
of the Plan. The Board may at any time amend or terminate the Plan, but no amendment or termination shall be made that would materially
and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent
necessary and desirable to comply with Applicable Laws, the Company shall obtain the approval of holders of capital stock with respect
to any Plan amendment in such a manner and to such a degree as required.


 


15.             Conditions Upon
Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the
Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless
such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with its legal
counsel. As a condition to the exercise of any Option, purchase of any Restricted Stock, or issuance of Shares pursuant to the settlement
of any Restricted Stock Units, the Company may require the person exercising the Option, purchasing the Restricted Stock, or receiving
the Shares pursuant to the settlement of the Restricted Stock Units, to represent and warrant at the time of any such exercise, purchase
or settlement that the Shares are being purchased or issued (as applicable) only for investment and without any present intention to sell
or distribute such Shares if, in the opinion of counsel for the Company, such a representation is advisable or required by Applicable
Laws. Shares issued upon exercise of Options, purchase of Restricted Stock or settlement of Restricted Stock Units prior to the date,
if ever, on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant
to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such
terms and subject to such conditions as is reflected in the applicable Option Agreement, Restricted Stock Purchase Agreement or Restricted
Stock Unit Agreement.


 


16.             Beneficiaries.
If permitted by the Company, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed
form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the
Participant’s death. Except as otherwise provided in an Award Agreement, if no beneficiary was designated or if no designated beneficiary
survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s
estate or to any person who has the right to acquire the Award by bequest or inheritance.


 






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17.             Approval of Holders
of Capital Stock. If required by Applicable Laws, continuance of the Plan shall be subject to approval by the holders of capital
stock of the Company within 12 months before or after the date the Plan is adopted or, to the extent required by Applicable Laws, any
date the Plan is amended. Such approval shall be obtained in the manner and to the degree required under Applicable Laws.


 


18.            Addenda.
The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting Awards
to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or appropriate to
accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan. The
terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not
otherwise affect the terms of the Plan as in effect for any other purpose.


 


19.            Information
to Holders of Options. In the event the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange
Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act of 1933,
as amended, to all holders of Options in accordance with the requirements thereunder until such time as the Company becomes subject to
the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company may request that holders of Options agree
to keep the information to be provided pursuant to this Section confidential. If the holder does not agree to keep the information
to be provided pursuant to this Section confidential, then the Company will not be required to provide the information unless otherwise
required pursuant to Rule 12h-1(f)(1) of the Exchange Act.


 






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ADDENDUM A


 


Tempo Automation, Inc. 2015 Equity Incentive Plan


 


(California Participants)


 


Prior to the date, if ever,
on which the Common Stock becomes a Listed Security and/or the Company is subject to the reporting requirements of the Exchange Act, the
terms set forth herein shall apply to Awards issued to California Participants. All capitalized terms used herein but not otherwise defined
shall have the respective meanings set forth in the Plan.


 


1.            The following rules shall
apply to any Option in the event of termination of the Participant’s Continuous Service Status:


 


(a)            If such termination
was for reasons other than death, “Permanent Disability” (as defined below), or Cause, the Participant shall have at least
30 days after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his
or her termination date, provided that in no event shall the Option be exercisable after the expiration of the term as set forth in the
Option Agreement.


 


(b)            If such termination
was due to death or Permanent Disability, the Participant shall have at least 6 months after the date of such termination to exercise
his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall
the Option be exercisable after the expiration of the term as set forth in the Option Agreement.


 


“Permanent Disability”
for purposes of this Addendum shall mean the inability of the Participant, in the opinion of a qualified physician acceptable
to the Company, to perform the major duties of the Participant’s position with the Company or any Parent or Subsidiary because of
the sickness or injury of the Participant.


 


2.            Notwithstanding anything
to the contrary in Section 11(a) of the Plan, the Administrator shall in any event make such adjustments as may be required
by Section 25102(o) of the California Corporations Code.


 


3.            Notwithstanding anything
stated herein to the contrary, no Option shall be exercisable on or after the 10th anniversary of the date of grant and any Award agreement
shall terminate on or before the 10th anniversary of the date of grant.


 


4.            The Company shall
furnish summary financial information (audited or unaudited) of the Company’s financial condition and results of operations,
consistent with the requirements of Applicable Laws, at least annually to each California Participant during the period such
Participant has one or more Awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during
the period such Participant owns such Shares; provided, however, the Company shall not be required to provide such information if
(i) the issuance is limited to key persons whose duties in connection with the Company assure their access to equivalent
information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as
amended; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a
 “family member” as that term is defined in Rule 701.


 






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5.            The
terms of all Awards granted to California Participants shall comply, to the extent applicable, with Sections 260.140.41 and 260.140.42
of the California Code of Regulations.


 


6.            The
amount of securities issued pursuant to the Plan shall not exceed the amounts permitted under Section 260.140.45 of the California
Code of Regulations, to the extent applicable.


 






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