Exhibit 10.12


 







P3
HEALTH PARTNERS INC.


 


FORM OF 2021 INCENTIVE AWARD PLAN 





 


ARTICLE
I.

Purpose


 


The Plan’s purpose
is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important
contributions to the Company and P3 Health Group, LLC (the “Operating Company”) by providing these
individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan
are defined in Article XI.


 


ARTICLE
II.

Eligibility


 


Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein.


 


ARTICLE
III.

Administration and Delegation


 


3.1              
Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service
Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The
Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements
and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct
defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be
final and binding on all persons having or claiming any interest in the Plan or any Award.


 


3.2              
Appointment of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all
of its powers under the Plan to one or more Committees or committees of officers of the Company or any of its Affiliates. The Board or
the Administrator, as applicable, may rescind any such delegation, abolish any such committee or Committee and/or re-vest in itself any
previously delegated authority at any time.


 


ARTICLE
IV.

Stock Available for Awards


 


4.1              
Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, the maximum number
of Shares that may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. Shares issued under the Plan
may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.


 






     


     


    

  


4.2               Share
Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered,
repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company
acquiring Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid
by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as
applicable, become or again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or
attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any
applicable tax withholding obligation with respect to an Award (including Shares retained by the Company from the Award being
exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under
the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall
Share Limit. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares
authorized for grant under Section 4.1 and shall not be available for future grants of Awards: (a) Shares subject to a Stock
Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof;
and (b) Shares purchased on the open market with the cash proceeds from the exercise of Options.


 


4.3              
Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 50,000,000 Shares may
be issued pursuant to the exercise of Incentive Stock Options.


 


4.4              
Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s
acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock
or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on
such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count
against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the
Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum
number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that
a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing
plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant
to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation
ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the
entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for
grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided
above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under
the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees,
Consultants or Directors prior to such acquisition or combination.


 


4.5              
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish
compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to
time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the
exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time
to time. The sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee
Director as compensation for services as a non-employee Director with respect to any fiscal year of the Company may not exceed $750,000
(the “Director Limit”).


 






    2


     


    

  


ARTICLE
V.


Stock Options and Stock Appreciation Rights


 


5.1              
General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations
in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. A Stock Appreciation Right will entitle the
Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable
portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share
on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which
the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in
cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.


 


5.2              
Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price
and specify the exercise price in the Award Agreement. The exercise price will not be less than 100% of the Fair Market Value on the grant
date of the Option (subject to Section 5.6) or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or a
Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option or Stock Appreciation
Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute
Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.


 


5.3              
Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement,
provided that, subject to Section 5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the
foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Stock
Appreciation Right (other than an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by
Applicable Law, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company
insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of
securities by the Company, the term of the Option or Stock Appreciation Right shall be extended until the date that is 30 days after the
end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall
the extension last beyond the ten year term of the applicable Option or Stock Appreciation Right. Notwithstanding the foregoing, to the
extent permitted under Applicable Laws, if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates
the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality
and nondisclosure agreement or other agreement between the Participant and the Company or any of its Affiliates, the right of the Participant
and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately
upon such violation, unless the Company otherwise determines.


 


5.4              
Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise,
in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation
Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award
is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option
or Stock Appreciation Right may not be exercised for a fraction of a Share.


 






    3


     


    

  


5.5              
 Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and
Applicable Laws, the exercise price of an Option must be paid by:


 


(a)               
cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may
limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;


 


(b)               
if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (i) delivery (including
electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable
to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (ii) the Participant’s delivery
to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the
Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be
required by the Administrator;


 


(c)               
to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant
valued at their Fair Market Value;


 


(d)               
to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their
Fair Market Value on the exercise date;


 


(e)               
to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines
is good and valuable consideration; or


 


(f)                
to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.


 


5.6              
Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the
Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively,
and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option
is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s
grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company
of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within
(i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the
date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness
or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422
of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.


 


ARTICLE
VI.

Restricted Stock; Restricted Stock Units; DIVIDEND EQUIVALENTS


 


6.1              
 General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider,
subject to the Company’s right to repurchase all or part of such Shares at their issue price or other stated or formula price from
the Participant (or to require forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not satisfied
before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator
may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable
restriction period or periods, as set forth in an Award Agreement.


 






    4


     


    

 


6.2              
Restricted Stock.


 


(a)               
Dividends. Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect
to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise,
if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property
other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, with respect
to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall only be paid out to a Participant
holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. All such dividend payments will be
made no later than March 15 of the calendar year following the calendar year in which the right to the dividend payment becomes nonforfeitable.


 


(b)               
Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any
stock certificates issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank.


 


(c)               
83(b) Election. No Participant may make an election under Section 83(b) of the Code with respect to any Award of Restricted
Stock under the Plan without the consent of the Administrator, which the Administrator may grant (prospectively or retroactively) or withhold
in its sole discretion. If, with the consent of the Administrator, a Participant makes an election under Section 83(b) of the Code to
be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon
which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy
of such election to the Company promptly after filing such election with the Internal Revenue Service.


 


6.3              
Restricted Stock Units.


 


(a)               
Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably
practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election,
in a manner intended to comply with Section 409A.


 


(b)               
Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted
Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.


 


6.4              
Dividend Equivalents. A grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with
the right to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation
Rights. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject
to the same restrictions on transferability and forfeitability as the Award with to which the Dividend Equivalents are paid and subject
to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents
with respect to an Award shall only be paid out to a Participant to the extent that the vesting conditions are subsequently satisfied.
All such Dividend Equivalent payments will be made no later than March 15 of the calendar year following the calendar year in which the
right to the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator or unless deferred
in a manner intended to comply with Section 409A.


 






    5


     


    

 


 


ARTICLE
VII.

Other Stock or Cash Based Awards


 


7.1       Other
Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants
to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on
specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or
Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in
lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other
property, as the Administrator determines.


 


ARTICLE
VIII.

Adjustments for Changes in Common Stock

and Certain Other Events


 


8.1              
Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII,
the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may
include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant
price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under
this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator
will determine whether an adjustment is equitable.


 


8.2              
Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange
of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or
other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting
the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms
and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction
or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period
of time after such change), is hereby authorized to take any one or more of the following actions whenever the Administrator determines
that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction
or event or (z) give effect to such changes in Applicable Laws or accounting principles:


 


(a)               
 To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal
to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the
Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained
upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is
equal to or less than zero, then the Award may be terminated without payment; provided, further, that Awards held by members of the Board
will be settled in Shares on or immediately prior to the applicable event if the Administrator takes action under this clause (a);


 






    6


     


    

  


(b)               
To provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;


 


(c)               
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;


 


(d)               
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with
respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV
on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price
or applicable performance goals), and the criteria included in, outstanding Awards;


 


(e)               
To replace such Award with other rights or property selected by the Administrator; and/or


 


(f)                
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


8.3              
Effect of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control
occurs and a Participant’s Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a)
the Company, or (b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the
Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become fully vested,
exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse, in which
case, such Awards shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in
Control consideration payable to other holders of Common Stock (i) which may be on such terms and conditions as apply generally to holders
of Common Stock under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration
provisions) or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to the number of Shares
subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified
deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon
under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration
provisions applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant
would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then
such Award may be terminated without payment. The Administrator shall determine whether an Assumption of an Award has occurred in connection
with a Change in Control.


 


8.4              
Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary
transaction or change affecting the Shares or the Share price, including any Equity Restructuring or any securities offering or other
similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to 60 days
before or after such transaction.


 






    7


     


    

  


8.5              
General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will
have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of
Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the
Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding,
the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements
and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger,
consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including
securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may
treat Participants and Awards (or portions thereof) differently under this Article VIII.


 


ARTICLE
IX.

General Provisions Applicable to Awards


 


9.1              
Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other
than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by
operation of law, except for certain Designated Beneficiary designations, by will or the laws of descent and distribution, or, subject
to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable
only by the Participant. Any permitted transfer of an Award hereunder shall be without consideration, except as required by Applicable
Law. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee
that the Administrator specifically approves.


 


9.2              
Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator
determines. The Award Agreement will contain the terms and conditions applicable to an Award. Each Award may contain terms and conditions
in addition to those set forth in the Plan.


 


9.3              
Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or
portions thereof) uniformly.


 


9.4               Termination
of Status. The Administrator will determine how the disability, death, retirement, an authorized leave of absence or any other
change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period
during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may
exercise rights under the Award, if applicable.


 






    8


     


    

  


9.5              
Withholding. Each Participant must pay the Company or an Affiliate, or make provision satisfactory to the Administrator
for payment of, any taxes required by Applicable Law to be withheld in connection with such Participant’s Awards by the date of
the event creating the tax liability. The Company or any Affiliate may deduct an amount sufficient to satisfy such tax obligations based
on the applicable statutory withholding rates (or such other rate as may be determined by the Company or an Affiliate after considering
any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. In the absence of a contrary determination
by the Company or an Affiliate (or, with respect to withholding pursuant to clause (ii) below with respect to Awards held by individuals
subject to Section 16 of the Exchange Act, a contrary determination by the Administrator), all tax withholding obligations will be calculated
based on the minimum applicable statutory withholding rates. Subject to Section 10.8 and any Company insider trading policy (including
blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check
made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of
the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including
Shares delivered by attestation and Shares retained from the Award creating the tax obligation, valued at their fair market value on the
date of delivery, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise
determines, (A) delivery (including electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional
undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations,
or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the
Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid
to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of
the foregoing payment forms approved by the Administrator. Notwithstanding any other provision of the Plan, the number of Shares which
may be so delivered or retained pursuant to clause (ii) of the immediately preceding sentence shall be limited to the number of Shares
which have a fair market value on the date of delivery or retention no greater than the aggregate amount of such liabilities based on
the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be
required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States
of America). If any tax withholding obligation will be satisfied under clause (ii) above by the Company’s retention of Shares from
the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company
may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s
behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s
acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization
to such brokerage firm to complete the transactions described in this sentence.


 


9.6               Amendment
of Award; Prohibition on Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by
substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive
Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action,
taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or
(ii) the change is permitted under Article VIII or pursuant to Section 10.6. Notwithstanding anything to the contrary
contained herein, except in connection with a corporate transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price per Share of
outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash,
other Awards or Options or Stock Appreciation Rights with an exercise price per Share that is less than the exercise price per Share
of the original Options or Stock Appreciation Rights without the approval of the stockholders of the Company.


 






    9


     


    

  


9.7              
Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied,
including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy
any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator
determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue
or sell such Shares as to which such requisite authority has not been obtained.


 


9.8              
Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially
exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


9.9              
Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an
Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination
thereof.


 


9.10           Broker-Assisted
Sales In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or
with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5 above: (a) any Shares
to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as
practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all Participants
receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale,
and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or
expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the
amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the
Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the
proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to
pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the
Participant’s obligation.


 


ARTICLE
X.

Miscellaneous


 


10.1          
No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of
an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or
any of its Affiliates. The Company and its Affiliates expressly reserves the right at any time to dismiss or otherwise terminate its relationship
with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.


 


10.2          
 No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have
any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company
will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such
Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may
place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable
Laws.


 






    10


     


    

  


10.3          
Effective Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the date the
Board adopts the Plan (the “Effective Date”) and will remain in effect until the tenth anniversary of the Effective
Date. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after 10 years
from the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s stockholders approved the Plan, but Awards
previously granted may extend beyond that date in accordance with the Plan. Notwithstanding anything to the contrary contained herein,
if the Plan is not approved by the Company’s stockholders, the Plan will not become effective and no Awards will be granted under
the Plan.


 


10.4          
Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other
than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without
the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s
termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award
Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the
extent necessary to comply with Applicable Laws.


 


10.5          
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals
or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


10.6          
Section 409A.


 


(a)               
General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that
no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement
to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures,
or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve
the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A,
or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that
may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment
under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes,
penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person
if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation”
subject to taxes, penalties or interest under Section 409A.


 






    11


     


    

  


(b)                Separation
from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or
settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to
avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the
meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the
Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or
benefits, references to a “termination,” “termination of employment” or like terms means a “separation
from service.”


 


(c)               
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)
of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined
under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent
necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such
 “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth
in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without
interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the
Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be
made. Furthermore, notwithstanding any contrary provision of the Plan or any Award Agreement, any payment of “nonqualified deferred
compensation” under the Plan that may be made in installments shall be treated as a right to receive a series of separate and distinct
payments.


 


10.7          
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
other employee or agent of the Company or any Affiliate will be liable to any Participant, former Participant, spouse, beneficiary, or
any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will
not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator,
director, officer, other employee or agent of the Company or any Affiliate. The Company will indemnify and hold harmless each director,
officer, other employee and agent of the Company or any Affiliate that has been or will be granted or delegated any duty or power relating
to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless
arising from such person’s own fraud or bad faith.


 


10.8          
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise
transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration
statement filed under the Securities Act, or such longer period as determined by the underwriter.


 


10.9           Data
Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use
and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Affiliates
exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its
Affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone
number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares
held in the Company or its Affiliates; and Award details, to implement, manage and administer the Plan and Awards (the
 “Data”). The Company and its Affiliates may transfer the Data amongst themselves as necessary to
implement, administer and manage a Participant’s participation in the Plan, and the Company and its Affiliates may transfer
the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be
located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws
and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the
Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement,
administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the
Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such
Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this
Section 10.9 in writing, without cost, by contacting the local human resources representative. If the Participant refuses or
withdraws the consents in this Section 10.9, the Company may cancel Participant’s ability to participate in the Plan and,
in the Administrator’s discretion, the Participant may forfeit any outstanding Awards. For more information on the
consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.


 






    12


     


    

  


10.10       
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid
provisions had been excluded, and the illegal or invalid action will be null and void.


 


10.11       
Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between
a Participant and the Company (or any Affiliate) that the Administrator has approved, the Plan will govern, unless it is expressly specified
in such Award Agreement or other written document that a specific provision of the Plan will not apply.


 


10.12       
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware,
disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State
of Delaware.


 


10.13       
Claw-back Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually
or constructively received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying
the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back
policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or
regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement.


 


10.14       
Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the
Plan’s text, rather than such titles or headings, will control.


 


10.15       
Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with
Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with
Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform
to Applicable Laws.


 


10.16        Relationship
to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except as
expressly provided in writing in such other plan or an agreement thereunder.


 


10.17       
Grant of Awards to Certain Eligible Service Providers. The Company may provide through the establishment of a formal written
policy (which shall be deemed a part of this Plan) or otherwise for the method by which Common Stock or other securities of the Company
may be issued and by which such Common Stock or other securities and/or payment therefor may be exchanged or contributed among such entities,
or may be returned upon any forfeiture of Common Stock or other securities by the eligible Service Provider.


 






    13


     


    

 


ARTICLE
XI.

Definitions


 


As used in the Plan, the following
words and phrases will have the following meanings:


 


11.1          
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee.


 


11.2          
“Affiliate” shall mean the Operating Company and any other person or entity that, directly or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with the Company, including any Subsidiary and
any Affiliate that is a domestic eligible entity that is disregarded, under Treasury Regulation Section 301-7701-3, as an entity separate
from either the Company or any Subsidiary. As used in this definition, “control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of the Company, whether through ownership of voting securities,
by contract or otherwise.


 


11.3          
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or
quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where Awards are granted.


 


11.4          
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Dividend Equivalents or Other Stock or Cash Based Awards.


 


11.5          
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains
such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.


 


11.6          
“Board” means the Board of Directors of the Company.


 


11.7          
“Change in Control” means and includes each of the following:


 


(a)                A
transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses
(i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Affiliates, an
employee benefit plan maintained by the Company or any of its Affiliates or a “person” that, prior to such transaction,
directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50%
of the total combined voting power of the Company’s securities outstanding immediately after such acquisition (excluding any
 “group” formed after the P3 Effective Time that includes members who collectively, as of immediately prior to the P3
Effective Time, were the beneficial owners of securities of P3 Health Group Holdings, LLC representing more than 50% of the combined
voting power of P3 Health Group Holdings, LLC’s then outstanding voting securities); or


 


(b)               
During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with
any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect
a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the
two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority
thereof; or


 






    14


     


    

 


(c)               
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of
all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:


 


(i)                
which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise
succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly,
at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction,
and


 


(ii)              
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the
Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially
owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior
to the consummation of the transaction.


 


Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral
of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A,
the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute
a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,”
as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have
full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided
that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


11.8          
 “Class A Common Stock” means the Class A common stock of the Company, par value of $0.0001 per share.


 


11.9          
“Class V Common Stock” means the Class V common stock of the Company, par value of $0.0001 per share.


 


11.10       
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


11.11       
“Committee” means one or more committees or subcommittees of the Board, which may include one or more
Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of
Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award
that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s
failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by
the Committee that is otherwise validly granted under the Plan.


 






    15


     


    

 


11.12       
“Common Stock” means the Class A Common Stock.


 


11.13       
“Company” means P3 Health Partners Inc, a Delaware corporation, or any successor.


 


11.14       
“Consultant” means any consultant, advisor or other person or entity that is not an Employee, in each
case, that can be granted an Award that is eligible to be registered on a Form S-8 Registration Statement.


 


11.15       
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner
the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


11.16       
“Director” means a Board member.


 


11.17       
“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent
value (in cash or Shares) of dividends paid on Shares.


 


11.18       
“P3 Effective Time” means the P3 Effective Time, as defined in that certain Agreement and Plan of Merger,
dated May 25, 2021, by and among Foresight Acquisition Corp., FAC Merger Sub LLC and P3 Health Group Holdings, LLC.


 


11.19       
“Employee” means any employee of the Company or its Affiliates.


 


11.20       
“Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between
the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash
dividend, or other large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the share price
of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding
Awards.


 


11.21       
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


11.22       
 “Fair Market Value” means, as of any date, the value of a Share of Common Stock determined as follows:
(a) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such
Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which
a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common
Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such
date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The
Wall Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Common Stock,
the Administrator will determine the Fair Market Value in its discretion.


 


11.23       
 “Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.


 






    16


     


    

 


11.24       
“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
as defined in Section 422 of the Code.


 


11.25       
“Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as an
Incentive Stock Option.


 


11.26       
“Option” means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified
Stock Option.


 


11.27       
“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly
or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.


 


11.28       
“Overall Share Limit” means the sum of (a) 14,616,229 Shares, and (b) an annual increase on the first
day of each calendar year beginning on and including January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of
(i) 1% of the aggregate number of shares of Class A Common Stock and Class V Common Stock outstanding on the final day of the immediately
preceding calendar year and (ii) such smaller number of Shares as is determined by the Board.


 


11.29       
“Participant” means a Service Provider who has been granted an Award.


 


11.30        “Performance
Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance
goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of
interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales
or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross
profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or
operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow
(including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested
capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in
costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price
per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or
compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or
strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate
financial goals; customer satisfaction/growth; customer service; employee
satisfaction; recruitment and maintenance of personnel; human capital management
(including diversity and inclusion); supervision of litigation and other legal
matters; strategic partnerships and transactions; financial
ratios (including those measuring liquidity, activity, profitability or leverage); debt
levels or reductions; sales-related goals; financing
and other capital raising transactions; cash on hand; acquisition
activity; investment sourcing activity; and marketing initiatives, any of which
may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based
solely by reference to the Company’s performance or the performance of an Affiliate, division, business segment or business
unit of the Company or an Affiliate, or based upon performance relative to performance of other companies or upon comparisons of any
of the indicators of performance relative to performance of other companies.


 


11.31       
“Plan” means this 2021 Incentive Award Plan.


 






    17


     


    

 


11.32       
 “Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting
conditions and other restrictions.


 


11.33       
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date,
one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date
awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.


 


11.34       
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


11.35       
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs
and other interpretative authority thereunder.


 


11.36       
 “Securities Act” means the Securities Act of 1933, as amended.


 


11.37       
“Service Provider” means an Employee, Consultant or Director.


 


11.38       
“Shares” means shares of Class A Common Stock.


 


11.39       
“Stock Appreciation Right” means a stock appreciation right granted under Article V.


 


11.40       
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at
the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of
securities or interests in one of the other entities in such chain.


 


11.41       
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the
Company or any Affiliate or with which the Company or any Affiliate combines.


 


11.42       
“Termination of Service” means the date the Participant ceases to be a Service Provider.


 


* * * * *


 



    18