Exhibit 10.4


 


MERQUEO EMPLOYEE STOCK
OPTION PLAN


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION AGREEMENT (this “Agreement”)
is made and entered into as of [____], 20[ ], between Merqueo Holdings, a Cayman Islands exempted company and any successor thereto (the
“Company”), and ________________ ( the “Optionee”).


 


The Company and Optionee desire to enter into
this Agreement whereby the Company will grant Optionee the options specified herein to acquire certain shares of the Company’s
Common Stock. Defined terms used in this Agreement without definition will have the meanings ascribed thereto in the Company’s
Employee Stock Option Plan (the “Plan”), a copy of which is attached hereto as Exhibit A or any modification
it may have from time to time. In the event a provision of this Agreement is inconsistent or conflicts with the provisions of the Plan,
the provisions of the Plan will govern and prevail.


 


The parties hereto agree as follows:


 


		1.	Plan Acknowledgment. Each of the undersigned agree that this
                                            Agreement has been executed and delivered, and the Options have been granted hereunder, in
                                            connection with and as a part of the compensation and incentive arrangements between the
                                            Company and Optionee and, except as otherwise specified herein, pursuant to each of the terms
                                            and conditions of the Plan. However, any of the provisions contained in this Agreement or
                                            even its existence may be considered as the provision by the Company or any of its Subsidiaries
                                            of a retribution consistent in or part of the salary or monthly basis wage pursuant to the
                                            applicable law. This Agreement does not have a salary nature for any labor or benefit purposes,
                                            in accordance with applicable law, and it is granted exclusively under the condition that
                                            it be considered as an additional benefit of a non-salary nature.



 


		2.	Grant of Option. The Company hereby grants to Optionee, pursuant
                                            to the Plan, an option to purchase up to [_____] shares of Common Stock (the “Options”
                                            and such shares underlying the Option, the “Option Shares”).



 


		3.	Grant Date; Vesting Commencement Date. The Grant Date of the
                                            Options hereby granted is [DATE], 2022. The Vesting Commencement Date of the Options hereby
                                            granted is [●].



 


		4.	Exercise Price. The Exercise Price of each share of Common
                                            Stock underlying the Options hereby granted is $[●].



 


		5.	Vesting of the Option.



 


		a.	Subject to the Optionee’s Continuous Services Status from the Date
                                            of Grant through the applicable vesting date, the Options shall vest as follows: [●].



 






     


     


    

 


		6.	Discretion to Accelerate Vesting: Notwithstanding‎
                                            the foregoing Section ‎5,
                                            the Committee may, in its sole discretion, provide for accelerated vesting of any portion
                                            of the Options at any time and for any reason.



 


		7.	Expiration of the Option. An Optionee’s Options, whether
                                            vested or unvested, shall expire on the 10th anniversary of their Grant Date, unless such
                                            Options expire earlier as provided below.



 


		8.	Exercise of Option. These Options shall be exercisable during
                                            the term of the Agreement, once vested in accordance with the Vesting Schedule set out in
                                            the Section ‎5
                                            above, in accordance with the provisions of Section 6.5 of the Plan or otherwise as set forth
                                            below:



 


		a.	Right to Exercise.



 


		i.	These Options may not be exercised for a fraction of a share.



 


		ii.	In the event of Optionee’s death, Disability or other termination
                                            of Continuous Service Status, the exercisability of these Options is governed by Section
                                            ‎12
                                            and Section ‎13
                                            below, subject to the limitations contained in this Section ‎8.



 


		iii.	In no event may these Options be exercised after the Expiration Date
                                            set forth in Section ‎7.



 


		iv.	In the event Optionee exercises these Options prior to an Initial Public
                                            Listing, Optionee shall be required to execute a joinder to the Shareholders Agreement among
                                            Merqueo Holdings and the other parties thereto dated [●] (as may be further amended
                                            or restated from time to time) or any successor agreement thereto, and any other documentation
                                            requested by the Committee, in order to effectuate the exercise of the Options as contemplated
                                            by this Section ‎8
                                            and the Plan.



 


		b.	Method of Exercise.



 


		i.	These Options shall be exercisable by delivering written and signed (including
                                            electronically, if permitted by the Company) notice of exercise (which may be in electronic
                                            form) to the Company to the email notificacionesjudiciales@merqueo.com, or by any other form
                                            of notice approved for such purpose by the Company which shall state Optionee’s election
                                            to exercise these Options, the number of Shares in respect of which these Options are being
                                            exercised, and such other representations and agreements as to the holder’s investment
                                            intent with respect to such Shares as may be required by the Company pursuant to the provisions
                                            of the Plan. The giving of such notice shall be deemed to be an undertaking to make payment
                                            of the aggregate Exercise Price for the purchased Shares (as described in Section ‎4
                                            hereof) and to satisfy any applicable Tax-Related Items (as defined below).



 






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		ii.	Subject to compliance with Applicable Laws, these Options shall be deemed
                                            to be exercised upon receipt by the Company of the appropriate notice of exercise (as described
                                            in Section 8(b)(‎i)
                                            hereof).



 


		9.	Method of Payment. Payment of the Exercise Price shall
                                            be made by a method described in Section 6.4 of the Plan, as determined by the Administrator.



 


		10.	Responsibility for Taxes.



 


		a.	As a condition of the grant, vesting and exercise of these Options, Optionee
                                            acknowledges that, regardless of any action taken by the Company, the ultimate liability
                                            for all income tax, social security contributions (including the Company’s social security
                                            contributions to the extent such amounts may be lawfully recovered from or borne by the Optionee),
                                            social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related
                                            items (or any equivalent or similar taxes, contributions or other relevant tax-related items
                                            in any relevant jurisdiction) or required deductions, withholdings or payments legally applicable
                                            to him or her and related to the grant, vesting or exercise of the Options, the issuance,
                                            holding or subsequent sale of the Option Shares, or the participation in the Plan (“Tax-Related
                                            Items”) is and remains Optionee’s responsibility and may exceed the amount
                                            actually withheld by the Company. Optionee further acknowledges and agrees that Optionee
                                            is solely responsible for filing all relevant documentation that may be required in relation
                                            to these Options or any Tax-Related Items (other than filings or documentation that is the
                                            specific obligation of the Company), such as, but not limited to, personal income tax returns
                                            or reporting statements in relation to the grant, vesting or exercise of these Options, the
                                            issuance or holding of Shares or any bank or brokerage account, the subsequent sale of Shares,
                                            and the receipt of any dividends.



 


		b.	Optionee further acknowledges that the Company: (i) makes no representations
                                            or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect
                                            of this Option, including, but not limited to, the grant, vesting or exercise of these Options,
                                            the issuance, holding or subsequent sale of Shares acquired pursuant to such exercise and
                                            the receipt of any dividends; and (ii) does not commit to and is under no obligation to structure
                                            the terms of the grant or any aspect of these Options to reduce or eliminate Optionee’s
                                            liability for Tax-Related Items or achieve any particular tax result. Optionee also understands
                                            that Applicable Laws may require varying Option or Share valuation methods for purposes of
                                            calculating Tax-Related Items, and the Company assumes no responsibility or liability in
                                            relation to any such valuation or for any calculation or reporting of income or Tax-Related
                                            Items that may be required of Optionee under Applicable Laws.



 


		c.	By entering into this Agreement, Optionee agrees to indemnify the Company
                                            and any relevant Parent, Subsidiary or Affiliate, against all and any liability for any taxes
                                            or Tax-Related Items which may arise in respect of, or in connection with, this Option (or,
                                            for the avoidance of doubt, any option granted or provided to Optionee by way of rollover,
                                            assumption or replacement of these Options) or the Shares (or, for the avoidance of doubt,
                                            other shares or securities) issued or transferred pursuant to the exercise of these Options
                                            (or, for the avoidance of doubt, any option granted or provided to Optionee by way of rollover,
                                            assumption or replacement of these Options).



 



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		d.	Further, if Optionee is subject to Tax-Related Items in more than one
                                            jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding
                                            event, as applicable, Optionee acknowledges that the Company may be required to withhold
                                            or account for Tax-Related Items in more than one jurisdiction.



 


		e.	Prior to the relevant taxable or tax withholding event, as applicable,
                                            Optionee agrees to make adequate arrangements satisfactory to the Company to satisfy all
                                            Tax-Related Items. In this regard, pursuant to this Agreement and subject to Applicable Laws,
                                            Optionee authorizes the Company, or its respective agents, at their discretion, to satisfy
                                            Optionee’s Tax Withholding Obligations by (i) withholding or deducting from Optionee’s
                                            wages or other compensation paid to Optionee by the Company, (ii) withholding from proceeds
                                            of the sale of Shares acquired at exercise of this Option either through a voluntary sale
                                            or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant
                                            to this authorization) without further consent, (iii) withholding Shares that would otherwise
                                            be issued upon exercise of the Options or (iv) such other method as determined by the Company.



 


		f.	Depending on the method of satisfying the Tax Withholding Obligations,
                                            the Company may pay, withhold or account for such Tax Withholding Obligations by considering
                                            applicable minimum statutory withholding amounts or other applicable tax or withholding rates,
                                            including maximum applicable rates, in which case Optionee will (depending on the laws of
                                            the relevant jurisdiction) receive a refund of any over-withheld or over-paid amount in cash
                                            or otherwise be able to claim relief in respect of any such over-withheld or over-paid amount,
                                            and will in any event have no entitlement to the Share equivalent.



 


		g.	Optionee agrees to pay to the Company any amount of Tax Withholding Obligations
                                            that the Company may be required to pay, withhold or account for as a result of Optionee’s
                                            receipt, vesting or exercise of this Option, the issuance or holding of Shares subject to
                                            the Options and/or the disposition of such Shares or Optionee’s participation in the
                                            Plan that cannot be satisfied by the means previously described. The Company may refuse to
                                            issue or deliver the Shares or the proceeds of the sale of Shares if Optionee fails to comply
                                            with his or her obligations in connection with the Tax Withholding Obligations.



 


		h.	Optionee understands that Optionee may suffer adverse tax consequences
                                            as a result of Optionee’s receipt, the vesting and/or exercise of the Options, the
                                            issuance or holding of Shares subject to the Option and/or the disposition of such Shares.
                                            Optionee represents that Optionee has consulted any tax consultants Optionee deems advisable
                                            in connection with the receipt, vesting and/or exercise of the Options, the issuance or holding
                                            of Shares subject to the Options and/or the disposition of such Shares and that Optionee
                                            is not relying on the for any tax advice.



 






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		11.	Nature of Grant. In accepting these Options, Optionee acknowledges,
                                            understands and agrees that:



 


		a.	the Plan is established voluntarily by the Company, it is discretionary
                                            in nature, and may be amended, suspended or terminated by the Company at any time, to the
                                            extent permitted by the Plan;



 


		b.	the grant of these Options is voluntary and occasional and does not create
                                            any contractual or other right to receive future grants of options, or benefits in lieu of
                                            options, even if options have been granted in the past;



 


		c.	all decisions with respect to future options or other grants, if any,
                                            will be at the sole discretion of the Committee;



 


		d.	Optionee is voluntarily participating in the Plan;



 


		e.	these Options, the Option Shares that are subject to the Options or that
                                            were issued pursuant to the exercise of the Options, are not intended to replace any pension
                                            rights or compensation and are outside the scope of Optionee’s employment contract,
                                            if any;



 


		f.	these Options, the Option Shares that are subject to the Options or that
                                            were issued pursuant to the exercise of the Options, and the income and value of same, are
                                            not part of normal or expected compensation for any purpose, including, without limitation,
                                            calculating any severance, resignation, termination, redundancy, dismissal, end-of-service
                                            payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar
                                            payments; and



 


		g.	unless otherwise provided in the Plan or by the Company in its discretion,
                                            these Options and the benefits evidenced by this Agreement do not create any entitlement
                                            to have these Options or any such benefits transferred to, or assumed by, another company
                                            nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction
                                            affecting the Shares.



 


		12.	Termination of Relationship. Following the termination of
                                            Optionee’s Continuous Service Status, (a) Optionee may exercise the vested portion
                                            of these Options only as set forth in the Section 6.6 of the Plan and (b) the unvested portion
                                            of these Options will immediately terminate. If Optionee does not exercise these Options
                                            within the applicable post-termination exercise period set forth in the Plan, these Options
                                            shall terminate in their entirety. In no event may any of the Options be exercised after
                                            the Expiration Date of these Options as set forth in herein. To the extent permitted by Section
                                            409A of the Code, is applicable, if Optionee ceases to be an Employee but continues, or simultaneously
                                            commences, services as a Non-Employee Director, Optionee shall not be deemed to have had
                                            a termination of Continuous Service Status for purposes of this Agreement.



 






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		13.	Right to Purchase Option Shares Upon Optionee’s Termination.



 


		a.	Upon Optionee’s termination of employment that constitutes a separation
                                            from service with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code
                                            (a “Repurchase Event”), (i) all or any part of the Option Shares issued or issuable
                                            upon exercise of Optionee’s vested Options, whether held by Optionee or by one or more
                                            of Optionee’s transferees, will be subject to repurchase, at the price determined in
                                            accordance with the provisions of Section ‎14
                                            hereof, in each case by the Committee pursuant to the terms and conditions set forth in this
                                            Section ‎13
                                            (the “Repurchase Option”) and (ii) all of the unvested Options (whether
                                            held by Optionee or one or more of Optionee’s transferees) shall automatically be forfeited,
                                            effective as of the date on which Optionee’s Continuous Service Status terminates (the
                                            “Termination Date”), without any action on the part of Optionee or the
                                            Company and without any consideration payable to Optionee or any of Optionee’s transferees
                                            and after the Termination Date shall not be outstanding for any purpose.



 


		b.	The Committee may elect to have the Company purchase all or any portion
                                            of the Option Shares by delivery of written notice (the “Repurchase Notice”)
                                            to Optionee and any other holders of the Option Shares within 181 days after the post-termination
                                            exercise date. The Repurchase Notice shall set forth the number of Option Shares to be acquired
                                            from Optionee and such other holder(s), the aggregate consideration to be paid for such shares
                                            and the time and place for the closing of the transaction. The number of Option Shares to
                                            be repurchased by the Committee shall first be satisfied to the extent possible from the
                                            Option Shares held by Optionee at the time of delivery of the Repurchase Notice. If the number
                                            of Option Shares then held by Optionee is less than the total number of Option Shares the
                                            Committee has elected to purchase, then the Committee shall purchase the remaining shares
                                            elected to be purchased from the other holders thereof, pro rata according to the number
                                            of shares held by each such holder at the time of delivery of such Repurchase Notice (determined
                                            as close as practical to the nearest whole shares).



 


		c.	The closing of the purchase of Option Shares pursuant to this Section
                                            ‎13
                                            shall take place on the date designated by the Committee in the Repurchase Notice or Supplemental
                                            Repurchase Notice, which date shall not be more than 30 days after the delivery of the later
                                            or either such notice to be delivered. At the closing, the purchaser or purchasers shall
                                            pay the purchase price in the manner specified in Section ‎14(b)
                                            and Optionee and any other holders of Option Shares being purchased shall deliver the certificate
                                            or certificates (to the extent certificated) representing such shares to the purchaser or
                                            purchasers or their nominees, accompanied by duly executed stock powers. Any purchaser of
                                            Option Shares under this Section ‎13
                                            shall be entitled to receive customary representations and warranties from Optionee and any
                                            other selling holders of Option Shares regarding the sale of such shares and to require all
                                            sellers’ signatures to be guaranteed by a national bank or reputable securities broker.



 


		d.	Upon delivery of the Repurchase Notice or Supplemental Repurchase Notice,
                                            as applicable, then from and after such time, the holder of such Option Shares from whom
                                            such securities are to be purchased shall cease to have any rights as a holder of such securities
                                            (other than the right to receive payment of such consideration in accordance with Section
                                            ‎14
                                            below), and such securities shall be deemed purchased in accordance with the applicable provisions
                                            hereof and the purchaser thereof shall be deemed the owner (of record and beneficially) and
                                            holder(s) of such securities, whether or not the certificate representing such Option Shares
                                            has been delivered as required by this Agreement.



 



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		e.	Any election by the Committee to have the Company purchase Option Shares
                                            pursuant to this Section ‎13
                                            shall be revocable the Committee (with respect to all or any portion of the Option Shares
                                            elected to be purchased) at any time prior to the closing of such purchase, without any liability
                                            whatsoever to the Committee in respect of the rights and obligations in this Section ‎13.



 


		14.	Purchase Price for Option Shares.



 


		a.	In the event that (i) the termination of Optionee’s Continuous
                                            Service Status is effected by a termination of Optionee’s employment for Cause or (ii)
                                            prior to the consummation of any repurchase, Optionee violates any agreement Optionee has
                                            with the Company in respect of non-competition, non-solicitation, confidentiality or the
                                            like , the purchase price for each Option Share (whether vested or unvested) shall be equal
                                            to the lower of (1) the exercise price paid by Optionee for such Option Share and (2) the
                                            Fair Market Value thereof as of the Termination Date. If the events described in the immediately
                                            preceding sentence have not occurred prior to the consummation of a repurchase, the purchase
                                            price in any repurchase for each vested Option Share shall be the Fair Market Value thereof
                                            as of the Termination Date and each unvested Option Share shall be forfeited and cancelled
                                            as of the Termination Date.



 


		b.	If the Committee elects to have the Company purchase all or any part
                                            of the Option Shares, including Option Shares held by one or more transferees, the Committee
                                            shall pay for such Option Shares by first offsetting amounts outstanding under any bona fide
                                            debts owed by Optionee to the Company or any of its Subsidiaries or Affiliates, with the
                                            balance to be paid by delivery of a check or wire transfer of funds to the extent such payment
                                            would not cause the Company or any of its Subsidiaries or Affiliates to violate Applicable
                                            Laws and would not cause the Company or any of its Subsidiaries or Affiliates to breach any
                                            agreement to which it is a party relating to indebtedness for borrowed money or other material
                                            agreement (including any restricted payment covenant prohibiting direct or indirect distributions
                                            to the Company in order to effectuate such repurchase) (each such restriction, a “Restricted
                                            Payment Covenant”). If any such Restricted Payment Covenants prohibit the repurchase
                                            of Option Shares hereunder which the Company is otherwise entitled to make, the time periods
                                            provided in this Section ‎14
                                            shall be tolled, and the Committee may make such repurchases as soon as it is permitted to
                                            do so under such restrictions. In addition, if any such Restricted Payment Covenant prohibits
                                            the repurchase of Option Shares hereunder with a check or wire transfer of funds, or if the
                                            Company otherwise does not have sufficient available cash as determined by the Committee,
                                            then the Committee may make such repurchase of Option Shares with a five-year junior subordinated
                                            note payable on the earlier to occur of maturity and the consummation of a Change of Control,
                                            bearing interest (payable at maturity or upon the consummation of a Change of Control, as
                                            the case may be) at a simple rate per annum equal to the Prime Rate as of the Termination
                                            Date (a “Junior Subordinated Note”). Any Junior Subordinated Note issued
                                            by the Company pursuant to this Section ‎14(b)
                                            shall be subject to any Restricted Payment Covenants and any subordination provisions required
                                            by the Company’s and its Subsidiaries’ and Affiliates’ senior and subordinated lenders
                                            and may be prepaid without premium or penalty at the election of the Company to the extent
                                            permitted by the Company’s and its Subsidiaries’ and Affiliates’ loan agreements and
                                            related documents with the Company’s and its Subsidiaries’ and Affiliates’ senior and
                                            subordinated lenders.



 






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		15.	Effect of Agreement. Optionee acknowledges receipt of a copy
                                            of the Plan and represents that he or she is familiar with the terms and provisions thereof
                                            (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts
                                            these Options and agrees to be bound by its contractual terms as set forth herein and in
                                            the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions
                                            and interpretations of the Administrator regarding any questions relating to these Options.
                                            In the event of a conflict between the terms and provisions of the Plan and this Agreement,
                                            the Plan terms and provisions shall prevail.



 


		16.	Data Privacy.



 


Optionee understands that the Company may hold certain
personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, date of
birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the
Company, details of all options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s
favor (“Data”), including, as the case may be, sensitive information pertaining to disability claims, to the extent necessary
for the sole purpose of implementing, administering and managing the Plan.


 


Optionee understands that Data will be transferred
to such stock plan service provider as may be selected by the Company, presently or in the future, which may be assisting the Company
with the implementation, administration and management of the Plan, to the extent necessary and for the sole purpose of the administration
and management of the Plan. Optionee understands that the recipients of the Data may be located in the United States or elsewhere, and
that the recipient’s country (e.g., the United States) may have different data privacy laws and protections than Optionee’s
country. 


 


		17.	Restrictive Covenants. Optionee acknowledges that, as a condition
                                            to the grant of the Options, Optionee will enter into a restrictive covenants agreement in
                                            the form required by the Company in its sole discretion.



 


		18.	No Advice Regarding Grant. The Company is not providing any
                                            tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s
                                            participation in the Plan, or Optionee’s acquisition or sale of any Shares issued pursuant
                                            to the exercise of these Options. Optionee is hereby advised to consult with his or her own
                                            personal tax, legal and financial advisors regarding his or her participation in the Plan
                                            before accepting the Options or taking any action related to the Options or the Plan.



 






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		19.	Miscellaneous.



 


		a.	Governing Law and Venue. This Agreement and all acts and
                                            transactions pursuant hereto and the rights and obligations of the parties hereto shall be
                                            governed, construed and interpreted in accordance with the laws of the Cayman Islands, without
                                            giving effect to principles of conflicts of law. For purposes of any action, lawsuit or other
                                            proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties
                                            hereby submit and consent to the sole and exclusive jurisdiction of [[●] located in
                                            [●] and appellate courts thereof, and no other courts, where this grant is made and/or
                                            to be performed.]



 


		b.	Entire Agreement; Enforcement of Rights; Amendment. This
                                            Agreement, together with the Plan, sets forth the entire agreement and understanding of the
                                            parties relating to the subject matter herein and merges all prior or contemporaneous discussions
                                            between them. Except as contemplated by the Plan, no modification of or amendment to this
                                            Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in
                                            writing signed by the parties to this Agreement to the extent it would materially and adversely
                                            affect the rights of Optionee. The failure by either party to enforce any rights under this
                                            Agreement shall not be construed as a waiver of any rights of such party. Notwithstanding
                                            anything to the contrary in the Plan or this Agreement, the Company reserves the right to
                                            revise this Agreement as it deems necessary or advisable, in its sole discretion and without
                                            the consent of Optionee, to comply with Code Section 409A or to otherwise avoid imposition
                                            of any additional tax or income recognition under Section 409A of the Code in connection
                                            with the Option.



 


		c.	Severability. If one or more provisions of this Agreement
                                            or the Plan are held to be unenforceable under Applicable Laws, the parties agree to renegotiate
                                            such provision in good faith. In the event that the parties do not reach a mutually agreeable
                                            and enforceable replacement for such provision, then (i) such provision shall be excluded
                                            from this Agreement and the Plan, (ii) the balance of this Agreement and the Plan shall be
                                            interpreted as if such provision were so excluded and (iii) the balance of this Agreement
                                            and the Plan shall be enforceable in accordance with its terms.



 


		d.	Language. If Optionee has received this Agreement, the
                                            Plan or any other document related to these Options and/or the Plan translated into a language
                                            other than English and if the meaning of the translated version is different than the English
                                            version, the English version will control.



 


		e.	Imposition of Other Requirements. The Company reserves
                                            the right to impose other requirements on Optionee’s participation in the Plan, on
                                            these Options and Option Shares or Shares that were issued pursuant to the exercise of an
                                            Option to the extent the Company determines it is necessary or advisable for legal or administrative
                                            reasons, and to require Optionee to sign any additional agreements or undertakings that may
                                            be necessary to accomplish the foregoing. Optionee also acknowledges that the Applicable
                                            Laws of the country in which Optionee is residing or working at the time of grant, vesting
                                            and exercise of an Option or the sale of Shares received pursuant to the Options (including
                                            any rules or regulations governing securities, foreign exchange, tax, labor, or other matters)
                                            may subject Optionee to additional procedural or regulatory requirements that Optionee is
                                            and will be solely responsible for and must fulfill.



 






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		f.	Notices. Any notice, demand or request required or permitted
                                            to be given under this Agreement shall be in writing and shall be deemed sufficient when
                                            delivered personally or by overnight courier or sent by email or fax, or forty-eight (48)
                                            hours after being deposited in the U.S. mail or a comparable foreign mail service, as certified
                                            or registered mail, with postage or shipping charges prepaid, addressed to the party to be
                                            notified at such party’s address as set forth on the signature page, as subsequently
                                            modified by written notice, or if no address is specified on the signature page, at the most
                                            recent address, email or fax number set forth in the Company’s books and records.



 


		g.	Counterparts. This Agreement may be executed in two or
                                            more counterparts, each of which shall be deemed an original and all of which together shall
                                            constitute one instrument. Facsimile, email or other electronic execution and delivery of
                                            this Agreement (including but not limited to execution by electronic signature or click-through
                                            electronic acceptance) shall constitute valid and binding execution and delivery for all
                                            purposes and shall be deemed to be, and have the effect of, an original signature.



 


		h.	Successors and Assigns. The rights and benefits of this
                                            Agreement shall inure to the benefit of, and be enforceable by the Company’s successors
                                            and assigns. The rights and obligations of Optionee under this Agreement may only be assigned
                                            with the prior written consent of the Company.



 


		i.	Electronic Delivery. The Company may, in its sole discretion,
                                            decide to deliver to Optionee by email or any other electronic means any documents, elections
                                            or notices related to this Agreement, the Option, the Shares issued pursuant to the exercise
                                            of the Options, Optionee’s current or future participation in the Plan, securities
                                            of the Company or any other matter, including documents, elections and/or notices required
                                            to be delivered to Optionee by applicable securities law or any other Applicable Laws or
                                            the Company’s Certificate of Incorporation or Bylaws. By accepting this Agreement,
                                            whether electronically or otherwise, Optionee hereby consents to receive such documents and
                                            notices by such electronic delivery and agrees to participate in the Plan through an on-line
                                            or electronic system established and maintained by the Company or a third party designated
                                            by the Company, including but not limited to the use of electronic signatures or click-through
                                            electronic acceptance of terms and conditions.



 


		j.	Supersede and Previous Agreements. The Optionee and the
                                            Company expressly agree that this Agreement supersedes and replaces in its entirety any existing
                                            previous document or similar agreement executed among the parties or by any related company
                                            or parent company of the Company with the intent that the Optionee acquires certain shares
                                            of the Company’s Common Stock or common stock of said related parties.



 


*****


 




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IN WITNESS WHEREOF, this Agreement has been executed
and delivered by the parties hereto.


 


	 	MERQUEO HOLDINGS
	 	 
	 	By:	 
	 	Name: 	Felipe Ossa Rodriguez
	 	Title:	CEO




 




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IN WITNESS WHEREOF, this Agreement has been executed and delivered
by the parties hereto.


 


	 	[INSERT OPTIONEE NAME]
	 	 	 
	 	By:	           
	 	Name:	



 


 


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