Exhibit 10.7


 


SOLID POWER, INC.


 


2021
EQUITY INCENTIVE PLAN


 


1.             Purposes
of the Plan. The purposes of this Plan are:


 


		·	to attract and retain the best available personnel for positions of substantial responsibility,



 


		·	to provide additional incentive to Employees, Directors and Consultants, and



 


		·	to promote the success of the Company’s business.



 


The Plan permits the grant of
Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance
Awards.


 


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


 


2.1           “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.


 


2.2           “Applicable
Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not limited
to the related issuance of shares of Common Stock, including but not limited to, under U.S. federal and state corporate laws, U.S. federal
and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable
laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.


 


2.3           “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, or Performance Awards.


 


2.4           “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted
under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


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


 


2.6           “Cause”
means “cause” (or a term of like import) as defined under an Award Agreement or severance plan of the Company in which the
Participant participates or, in the absence of such Award Agreement or participation in a severance plan that defines “cause”
(or a term of like import), Cause means (i) the Participant’s material breach of any written agreement between the Participant
and the Company or any of its Subsidiaries or Parents; (ii) the Participant’s material breach of any law applicable to the
workplace or employment relationship, or the Participant’s material breach of any material policy or code of conduct established
by the Company or any of its Subsidiaries or Parents applicable to the Participant, including the Company’s policies on discrimination,
harassment and sexual harassment; (iii) the Participant’s gross negligence, willful misconduct, breach of fiduciary duty, fraud,
theft or embezzlement on the part of the Participant; (iv) the commission by the Participant of, or conviction or indictment of the
Participant for, or plea of nolo contendere by the Participant to, any felony (or state law equivalent) or any crime involving
moral turpitude; or (v) the Participant’s willful failure or refusal, other than due to Disability to perform the Participant’s
obligations or to follow any lawful directive from the Company, as determined by the Company; provided, however, that if the Participant’s
action or omissions as set forth in clause (v) are of such a nature that the Company determines that they are curable by the Participant,
such actions or omissions must remain uncured 30 days after the Company provides the Participant written notice of the obligation to cure
such actions or omissions.


 






     


     


    

 


2.7           “Change
in Control” means the occurrence of any of the following events:


 


(a)            Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one
person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held
by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company; provided, however,
that for purposes of this subsection (a), the acquisition of additional stock by any one Person, who is considered to own more than
fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control; provided, further,
that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the
Board also will not be considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership
continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the
Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of fifty percent (50%)
or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be
considered a Change in Control under this subsection (a). For this purpose, indirect beneficial ownership will include, without limitation,
an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company,
as the case may be, either directly or through one or more subsidiary corporations or other business entities; or


 


(b)            Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange
Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during
any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior
to the date of the appointment or election. For purposes of this subsection (b), if any Person is considered to be in effective control
of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or


 


(c)            Change
in Ownership of All or a Substantial Portion of the Company’s Assets. A change in the ownership of all or a substantial portion
of the Company’s assets; provided, however, that for purposes of this subsection (c), the following will not constitute a change
in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s
stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company
(immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent
(50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that
owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the
Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly,
by a Person described in this subsection (c)(ii)(C).


 






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For purposes of this Section 2.6,
persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase
or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Section 409A.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s
incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction.


 


2.8           “Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder will include
such section or regulation, any valid regulation or other formal guidance of general or direct applicability promulgated under such section,
and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.


 


2.9           “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by a duly authorized committee
of the Board, in accordance with Section 4 hereof.


 


2.10         “Common
Stock” means the Class A common stock of the Company.


 


2.11         “Company”
means Solid Power, Inc., a Delaware corporation (formerly known as Decarbonization Plus Acquisition Corporation III, a Delaware corporation)
or any successor thereto.


 


2.12         “Consultant”
means any natural person, including an advisor, engaged by the Company or any of its Parent or Subsidiaries to render bona fide services
to such entity, provided the services (a) are not in connection with the offer or sale of securities in a capital-raising transaction,
and (b) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8
promulgated under the Securities Act, and provided further, that a Consultant will include only those persons to whom the issuance of
Shares may be registered under Form S-8 promulgated under the Securities Act.


 


2.13         “Director”
means a member of the Board.


 


2.14         “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Administrator from time to time.


 






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2.15         “Effective
Date” means the date of the consummation of the merger by and between the Company, Solid Power, Inc., a Colorado corporation,
and certain other parties, pursuant to that certain Agreement and Plan of Merger dated June 15, 2021 (such merger, the “Merger”).


 


2.16         “Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service
as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.


 


2.17         “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.


 


2.18         “Exchange
Program” means a program under which (a) outstanding Awards are surrendered or cancelled in exchange for awards of the
same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (b) Participants
would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator,
and/or (c) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions
of any Exchange Program in its sole discretion.


 


2.19         “Fair
Market Value” means, as of any date and unless the Administrator determines otherwise, the value of Common Stock determined
as follows:


 


(a)            If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock
Exchange or the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair
Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable, on
the last Trading Day such closing sales price was reported) as quoted on such exchange or system on the date of determination, as reported
in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(b)            If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a
Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and
asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or


 


(c)            In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


In addition, for purposes of determining the fair
market value of shares for any reason other than the determination of the exercise price of Options or Stock Appreciation Rights, fair
market value will be determined by the Administrator in a manner compliant with Applicable Laws and applied consistently for such purpose.
The determination of fair market value for purposes of tax withholding may be made in the Administrator’s sole discretion subject
to Applicable Laws and is not required to be consistent with the determination of fair market value for other purposes.


 


2.20         “Fiscal
Year” means the fiscal year of the Company.


 






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2.21         “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option
within the meaning of Code Section 422 and the regulations promulgated thereunder.


 


2.22         “Inside
Director” means a Director who is an Employee.


 


2.23         “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.


 


2.24         “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.


 


2.25         “Option”
means a stock option granted pursuant to the Plan.


 


2.26         “Outside
Director” means a Director who is not an Employee.


 


2.27         “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


2.28         “Participant”
means the holder of an outstanding Award.


 


2.29         “Performance
Awards” means an Award which may be earned in whole or in part upon attainment of performance
goals or other vesting criteria as the Administrator may determine and which may be cash- or stock-denominated
and may be settled for cash, Shares or other securities or a combination of the foregoing under
Section 10.


 


2.30         “Performance
Period” means Performance Period as defined in Section 10.1.


 


2.31         “Period
of Restriction” means the period (if any) during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the
achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


2.32         “Plan”
means this 2021 Equity Incentive Plan, as may be amended from time to time.


 


2.33         “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant to
the early exercise of an Option.


 


2.34         “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to
Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


2.35         “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect
to the Plan.


 


2.36         “Section 16b”
means Section 16(b) of the Exchange Act.


 






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2.37         “Section 409A”
means Code Section 409A and the U.S. Treasury Regulations and guidance thereunder, and any applicable state law equivalent, as each
may be promulgated, amended or modified from time to time.


 


2.38         “Securities
Act” means the U.S. Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder.


 


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


 


2.40         “Share”
means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.


 


2.41         “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated
as a Stock Appreciation Right.


 


2.42         “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


2.43         “Trading
Day” means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon which
the Common Stock is listed (or otherwise trades regularly, as determined by the Administrator, in its sole discretion) is open for trading.


 


2.44         “U.S.
Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of
the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision
of any future legislation or regulation amending, supplementing or superseding such Section or regulation.


 


3.             Stock Subject to the Plan.


 


3.1           Stock
Subject to the Plan. Subject to adjustment upon changes in capitalization of the Company as provided in Section 15 and the automatic
increase set forth in Section 3.2, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan will
be equal to (a) 18,900,000 Shares, plus (b) any shares of the Company’s common stock subject to stock options, awards
of restricted stock, awards of restricted stock units, or other awards that are assumed in the Merger (“Assumed Awards”)
and that, on or after the Effective Date, are cancelled, expire or otherwise terminate without having been exercised in full, are tendered
to or withheld by the Company for payment of an exercise price or for tax withholding obligations, or are forfeited to or repurchased
by the Company due to failure to vest, with the maximum number of Shares to be added to the Plan pursuant to clause (b) equal
to 34,621,383 Shares. In addition, Shares may become available for issuance under Sections 3.2 and 3.3. The Shares may
be authorized but unissued, or reacquired Common Stock.


 


3.2           Automatic
Share Reserve Increase. Subject to adjustment upon changes in capitalization of the Company as provided in Section 15, the number
of Shares available for issuance under the Plan will be increased on the first day of each Fiscal Year beginning with the 2022 Fiscal
Year, in an amount equal to the least of (a) 18,900,000 Shares, (b) a number of Shares equal to five percent (5%) of the total
number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding Fiscal Year, or
(c) such number of Shares determined by the Administrator no later than the last day of the immediately preceding Fiscal Year.


 






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3.3           Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange
Program, or, with respect to Restricted Stock, Restricted Stock Units, or Performance Awards is forfeited to or repurchased by the Company
due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased
Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With
respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares isused) pursuant to a Stock Appreciation Right
will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant
or sale under the Plan (unless the Plan has terminated). Shares that actually have been issued under the Plan under any Award will not
be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued
pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to
the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise
price of an Award or to satisfy the tax liabilities or withholdings related to an Award will become available for future grant or sale
under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing
the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15,
the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated
in Section 3.1, plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder,
any Shares that become available for issuance under the Plan pursuant to Sections 3.2 and 3.3.


 


3.4           Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of the Plan.


 


4.             Administration
of the Plan.


 


4.1           Procedure.


 


4.1.1         Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


4.1.2         Rule 16b-3.
To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will
be structured to satisfy the requirements for exemption under Rule 16b-3.


 


4.1.3         Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee
will be constituted to comply with Applicable Laws.


 






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4.2           Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(a)            to
determine the Fair Market Value;


 


(b)            to
select the Service Providers to whom Awards may be granted hereunder;


 


(c)            to
determine the number of Shares or dollar amounts to be covered by each Award granted hereunder;


 


(d)            to
approve forms of Award Agreements for use under the Plan;


 


(e)             to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the
Shares relating thereto (including but not limited to, temporarily suspending the exercisability of an Award if the Administrator deems
such suspension to be necessary or appropriate for administrative purposes or to comply with Applicable Laws, provided that such suspension
must be lifted prior to the expiration of the maximum term and post-termination exercisability period of an Award), based in each case
on such factors as the Administrator will determine;


 


(f)             to
institute and determine the terms and conditions of an Exchange Program, including, subject to Section 20.3, to unilaterally implement
an Exchange Program, except that any Exchange Program in which Awards held by Officers or Directors may participate shall require stockholder
approval prior to the implementation of such Exchange Program;


 


(g)            to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(h)            to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of facilitating compliance with applicable non-U.S. laws, easing the administration of the Plan and/or for
qualifying for favorable tax treatment under applicable non-U.S. laws, in each case as the Administrator may deem necessary or advisable;


 


(i)             to
modify or amend each Award (subject to Section 20.3), including but not limited to the discretionary authority to extend the post-termination
exercisability period of Awards and to extend the maximum term of an Option or Stock Appreciation Right (subject to Sections 6.4 and 7.5);


 


(j)             to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 16;


 


(k)            to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by
the Administrator;


 


(l)             temporarily
suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for administrative purposes;


 






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(m)           to
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant
under an Award; and


 


(n)            to
make all other determinations deemed necessary or advisable for administering the Plan.


 


4.3           Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable Laws.


 


5.             Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Performance Awards may be granted
to Service Providers. Incentive Stock Options may be granted only to Employees.


 


6.             Stock
Options.


 


6.1           Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options
to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


6.2           Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option,
the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions
as the Administrator, in its sole discretion, will determine.


 


6.3           Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate fair market value of the shares with respect to which incentive stock options
are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary)
exceeds one hundred thousand dollars ($100,000), such options will be treated as nonstatutory stock options. For purposes of this Section 6.3,
incentive stock options will be taken into account in the order in which they were granted, the fair market value of the shares will be
determined as of the time the option with respect to such shares is granted, and calculation will be performed in accordance with Code
Section 422 and the U.S. Treasury Regulations promulgated thereunder.


 


6.4           Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes
of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date
of grant or such shorter term as may be provided in the Award Agreement.


 


6.5           Option
Exercise Price and Consideration.


 


6.5.1         Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator,
but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In addition, in the case
of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent
(110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6.5.1, Options
may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date
of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).


 






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6.5.2         Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be
exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


6.5.3         Form of
Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method
of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time
of grant. Such consideration may consist entirely of: (a) cash (including cash equivalents); (b) check; (c) promissory
note, to the extent permitted by Applicable Laws, (d) other Shares, provided that such Shares have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting
such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion;
(e) consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by
the Company in connection with the Plan; (f) by net exercise; (g) such other consideration and method of payment for the issuance
of Shares to the extent permitted by Applicable Laws, or (h) any combination of the foregoing methods of payment. In making its determination
as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected
to benefit the Company.


 


6.6           Exercise
of Option.


 


6.6.1         Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised
for a fraction of a Share.


 


An Option will be deemed exercised
when the Company receives: (a) notice of exercise (in such form as the Administrator may specify from time to time) from the person
entitled to exercise the Option, and (b) full payment for the Shares with respect to which the Option is exercised (together with
applicable tax withholdings). Full payment may consist of any consideration and method of payment authorized by the Administrator and
permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant
or, if requested by the Participant, in the name of the Participant and such Participant’s spouse. Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding
the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in
Section 15 of the Plan.


 






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Exercising an Option in any
manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number
of Shares as to which the Option is exercised.


 


6.6.2         Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon such cessation as the result
of the Participant’s termination by the Company or any of its Subsidiaries or Parents for Cause, death or Disability, the Participant
may exercise such Participant’s Option within three (3) months of such cessation, or such shorter or longer period of
time, as is specified in the Award Agreement, in no event later than the expiration of the term of such Option as set forth in the Award
Agreement or Section 6.4. Unless otherwise provided by the Administrator or set forth in the Award Agreement or other written agreement
authorized by the Administrator between the Participant and the Company or any of its Subsidiaries or Parents, as applicable, if on such
date of cessation the Participant is not vested as to such Participant’s entire Option, the Shares covered by the unvested portion
of the Option will revert to the Plan immediately. If after such cessation the Participant does not exercise such Participant’s
Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to
the Plan.


 


6.6.3         Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise such Participant’s Option within six (6) months of cessation, or such longer or shorter period of time as is specified
in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement or Section 6.4,
as applicable) to the extent the Option is vested on such date of cessation. Unless otherwise provided by the Administrator or set forth
in the Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company or any of its
Subsidiaries or Parents, as applicable, if on the date of cessation the Participant is not vested as to such Participant’s entire
Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately. If after such cessation the Participant
does not exercise such Participant’s Option within the time specified herein, the Option will terminate, and the Shares covered
by such Option will revert to the Plan.


 


6.6.4         Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following the
Participant’s death, or within such longer or shorter period of time as is specified in the Award Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Award Agreement or Section 6.4, as applicable), by the Participant’s
designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form (if any) acceptable
to the Administrator. If the Administrator has not permitted the designation of a beneficiary or if no such beneficiary has been designated
by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to
whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution (each,
a “Legal Representative”). If the Option is exercised pursuant to this Section 6.6.4, Participant’s designated
beneficiary or Legal Representative shall be subject to the terms of this Plan and the Award Agreement, including but not limited to the
restrictions on transferability and forfeitability applicable to the Service Provider. Unless otherwise provided by the Administrator
or set forth in the Award Agreement or other written agreement authorized by the Administrator between the Participant and the Company
or any of its Subsidiaries or Parents, as applicable, if at the time of death Participant is not vested as to such Participant’s
entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan immediately. If the Option is not so exercised
within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 






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6.6.5         Termination
for Cause. Upon a termination of the Participant’s employment with the Company or any of its Subsidiaries or Parents (a) by
the Company or any of its Subsidiaries or Parents for Cause or (b) that is a voluntary resignation by the Participant after the occurrence
of an event that would be grounds for a termination of the Participant’s status as a Service Provider for Cause, then this Option
shall immediately terminate and cease to be exercisable as of the date of such termination.


 


6.6.6         Tolling
Expiration. A Participant’s Award Agreement may also provide that:


 


(a)            if
the exercise of the Option following the cessation of Participant’s status as a Service Provider (other than upon the Participant’s
termination by the Company or any of its Subsidiaries or Parents for Cause, death or Disability) would result in liability under Section 16b,
then the Option will terminate on the earlier of (i) the expiration of the term of the Option set forth in the Award Agreement, or
(ii) the tenth (10th) day after the last date on which such exercise would result in liability under Section 16b;
or


 


(b)           if
the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon the Participant’s
termination by the Company or any of its Subsidiaries or Parents for Cause, death or Disability) would be prohibited at any time solely
because the issuance of Shares would violate the registration requirements under the Securities Act, then the Option will terminate on
the earlier of (i) the expiration of the term of the Option or (ii) the expiration of a period of thirty (30) days after the
cessation of the Participant’s status as a Service Provider during which the exercise of the Option would not be in violation of
such registration requirements


 


7.             Stock
Appreciation Rights.


 


7.1           Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service
Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


7.2           Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation
Rights.


 


7.3           Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon
exercise of a Stock Appreciation Right as set forth in Section 7.6 will be determined by the Administrator and will be no less than
one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions
of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.


 






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7.4           Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise
price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator,
in its sole discretion, will determine.


 


7.5           Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator,
in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6.4 relating
to the maximum term and Section 6.6 relating to exercise also will apply to Stock Appreciation Rights.


 


7.6           Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment
from the Company in an amount determined by multiplying:


 


(a)            The
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 


(b)            The
number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of the Administrator,
the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.


 


8.             Restricted
Stock.


 


8.1           Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


8.2           Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction
(if any), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions
on such Shares have lapsed. The Administrator, in its sole discretion, may determine that an Award of Restricted Stock will not be subject
to any Period of Restriction and consideration for such Award is paid for by past services rendered as a Service Provider.


 


8.3           Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


8.4           Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may
deem advisable or appropriate.


 


8.5           Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock
grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such
other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions
will lapse or be removed.


 






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8.6           Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


8.7           Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to
receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. Any such
dividends or distributions, whether paid in cash or Shares, will be subject to the same restrictions on transferability and forfeitability
as the Shares of Restricted Stock with respect to which they were paid.


 


8.8           Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not
lapsed will revert to the Company and again will become available for grant under the Plan.


 


9.             Restricted
Stock Units.


 


9.1           Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines
that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions
related to the grant, including the number of Restricted Stock Units.


 


9.2           Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the
criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may
set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited
to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator in
its discretion.


 


9.3           Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined
by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its
sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


9.4           Form and
Timing of Payment. Payment of earned Restricted Stock Units will be made at the time(s) determined by the Administrator and set
forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or
a combination of both.


 


9.5           Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 


10.           Performance
Awards.


 


10.1         Award
Agreement. Each Performance Award will be evidenced by an Award Agreement that will specify any time period during which any performance
objectives or other vesting provisions will be measured (“Performance Period”), and such other terms and conditions as the
Administrator determines. Each Performance Award will have an initial value that is determined by the Administrator on or before its date
of grant.


 






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10.2         Objectives
or Vesting Provisions and Other Terms. The Administrator will set any objectives or vesting provisions that, depending on the extent
to which any such objectives or vesting provisions are met, will determine the value of the payout
for the Performance Awards. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional,
business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities
laws, or any other basis determined by the Administrator in its discretion.


 


10.3         Earning
Performance Awards. After an applicable Performance Period has ended, the holder of a Performance Award will be entitled to receive
a payout for the Performance Award earned by the Participant over the Performance Period. The Administrator, in its discretion, may reduce
or waive any performance objectives or other vesting provisions for such Performance Award.


 


10.4         Form and
Timing of Payment. Payment of earned Performance Awards will be made at the time(s) determined by the Administrator and set forth
in the Award Agreement. The Administrator, in its sole discretion, may settle earned Performance Awards in cash, Shares, or a combination
of both.


 


10.5         Cancellation
of Performance Awards. On the date set forth in the Award Agreement, all unearned or unvested Performance Awards will be forfeited
to the Company, and again will be available for grant under the Plan.


 


11.           Outside
Director Award Limitations. No Outside Director may be granted, in any Fiscal Year, equity awards (including any Awards granted under
this Plan), the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting
principles, and be provided any other compensation (including without limitation any cash retainers or fees) in amounts that, in the aggregate,
exceed $500,000, provided that such amount is increased to $750,000 in the Fiscal Year of the individual’s initial service
as an Outside Director. Any Awards or other compensation provided to an individual (a) for the individual’s services as an
Employee, or for the individual’s services as a Consultant other than as an Outside Director, or (b) prior to the closing of
the Merger, will be excluded for purposes of this Section 11.


 


12.           Compliance
With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of,
or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Award Agreement under the Plan is intended to be exempt from or meet the requirements of Section 409A and
will be construed and interpreted in accordance with such intent (including with respect to any ambiguities or ambiguous terms), except
as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral
thereof, is subject to Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements
of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable
under Section 409A. In no event will the Company or any of its Parent or Subsidiaries have any responsibility, liability, or obligation
to reimburse, indemnify, or hold harmless a Participant (or any other person) in respect of Awards, for any taxes, penalties or interest
that may be imposed on, or other costs incurred by, Participant (or any other person) as a result of Section 409A.


 






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13.           Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, vesting
of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the
case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company,
its Parent, or any of its Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless
reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive
Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a
Nonstatutory Stock Option.


 


14.           Limited
Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent and distribution (which, for purposes of clarification,
shall be deemed to include through a beneficiary designation if available in accordance with Section 6.6), and may be exercised,
during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain
such additional terms and conditions as the Administrator deems appropriate.


 


15.           Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


15.1         Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares
occurs (other than any ordinary dividends or other ordinary distributions), the Administrator, in order to prevent diminution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of shares of stock
that may be delivered under the Plan and/or the number, class, and price of shares of stock covered by each outstanding Award, and numerical
Share limits in Section 3.


 


15.2         Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant
as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an
Award will terminate immediately prior to the consummation of such proposed action.


 


15.3         Merger
or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in Control,
each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without
a Participant’s consent, including, without limitation, that (a) Awards will be assumed, or substantially equivalent awards
will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number
and kind of shares and prices; (b) upon written notice to a Participant, that the Participant’s Awards will terminate upon
or immediately prior to the consummation of such merger or Change in Control; (c) outstanding Awards will vest and become exercisable,
realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger
or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such
merger or Change in Control; (d) (i) the termination of an Award in exchange for an amount of cash and/or property, if any,
equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as
of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction
the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the
Participant’s rights, then such Award may be terminated by the Company without payment), or (ii) the replacement of such Award
with other rights or property selected by the Administrator in its sole discretion; or (e) any combination of the foregoing. In taking
any of the actions permitted under this Section 15.3, the Administrator will not be obligated to treat all Awards, all Awards held
by a Participant, all Awards of the same type, or all portions of Awards, similarly.


 






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In
the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will
fully vest in and have the right to exercise such Participant’s outstanding Options and Stock Appreciation Rights (or portions thereof)
not assumed or substituted for, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions
on Restricted Stock, Restricted Stock Units, or Performance Awards (or portions thereof) not assumed or substituted for will lapse, and,
with respect to Awards with performance-based vesting (or portions thereof) not assumed or substituted for, all performance goals or other
vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each
case, unless specifically provided otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator
between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, unless specifically provided
otherwise under the applicable Award Agreement or other written agreement authorized by the Administrator between the Participant and
the Company or any of its Subsidiaries or Parents, as applicable, if an Option or Stock Appreciation Right (or portion thereof) is not
assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically
that the Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time determined by the Administrator
in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will terminate upon the expiration of such
period.


 


For
the purposes of this Section 15.3 and Section 15.4 below, an Award will be considered assumed if, following the merger or Change
in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or
Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in
Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if
such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of
an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, or Performance Award, for each Share subject to such
Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration
received by holders of Common Stock in the merger or Change in Control.


 






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Notwithstanding anything in
this Section 15.3 to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or paid-out
under an Award Agreement is subject to Section 409A and if the change in control definition contained in the Award Agreement (or
other agreement related to the Award, as applicable) does not comply with the definition of “change in control” for purposes
of a distribution under Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be
delayed until the earliest time that such payment would be permissible under Section 409A without triggering any penalties applicable
under Section 409A.


 


15.4         Outside
Director Awards. With respect to Awards granted to an Outside Director, in the event of a Change in Control, the Participant will
fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such Award, including
those Shares which would not be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and,
with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100%
of target levels and all other terms and conditions met, unless specifically provided otherwise under the applicable Award Agreement or
other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable.


 


16.           Tax
Withholding.


 


16.1         Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such earlier time as any tax
withholdings are due, the Company (or any of its Parent, Subsidiaries, or affiliates employing or retaining the services of a Participant,
as applicable) will have the power and the right to deduct or withhold, or require a Participant to remit to the Company (or any of its
Parent, Subsidiaries, or affiliates, as applicable) or a relevant tax authority, an amount sufficient to satisfy U.S. federal, state,
local, non-U.S., and other taxes (including the Participant’s FICA or other social insurance contribution obligation) required to
be withheld or paid with respect to such Award (or exercise thereof).


 


16.2         Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit
a Participant to satisfy such tax liability or withholding obligation, in whole or in part by such methods as the Administrator shall
determine, including, without limitation, (a) paying cash, check or other cash equivalents, (b) electing to have the Company
withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld
or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator
determines in its sole discretion, (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum
statutory amount required to be withheld or such greater amount as the Administrator may determine, in each case, provided the delivery
of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (d) selling
a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole
discretion (whether through a broker or otherwise) equal to the amount required to be withheld or paid, (e) such other consideration
and method of payment for the meeting of tax liabilities or withholding obligations as the Administrator may determine to the extent permitted
by Applicable Laws, or (f) any combination of the foregoing methods of payment. The amount of the withholding obligation will be
deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount
determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award
on the date that the amount of tax to be withheld is to be determined or such greater amount as the Administrator may determine if such
amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion. The fair market value of
the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.


 






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17.           No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company or its Subsidiaries or Parents, as applicable, nor will they
interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries or Parents, as applicable, to
terminate such relationship at any time, free from any liability or claim under the Plan.


 


18.           Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant
within a reasonable time after the date of such grant.


 


19.           Term
of Plan. Subject to Section 23 of the Plan, the Plan will become effective upon the later to occur of (a) its adoption by
the Board, (b) approval by the Company’s stockholders, or (c) the time as of immediately prior to the completion of the
Merger. The Plan will continue in effect through the ten (10) year anniversary of the date it is approved by the Company’s
stockholders unless terminated sooner under Section 20 of the Plan, but (i) no Options that qualify as incentive stock options
within the meaning of Code Section 422 may be granted after ten (10) years from the earlier of the Board or stockholder
approval of the Plan and (ii) Section 3.2 relating to automatic share reserve increase will operate only until the ten (10) year
anniversary of the earlier of the Board or stockholder approval of the Plan.


 


20.           Amendment
and Termination of the Plan.


 


20.1         Amendment
and Termination. The Administrator, in its sole discretion, may amend, alter, suspend or terminate the Plan, or any part thereof,
at any time and for any reason.


 


20.2         Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.


 


20.3         Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair the rights of
any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and
signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 






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21.           Conditions
Upon Issuance of Shares.


 


21.1         Legal
Compliance. Shares will not be issued pursuant to an Award unless the exercise or vesting of such Award and the issuance and delivery
of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to
such compliance.


 


21.2         Investment
Representations. As a condition to the exercise or vesting of an Award, the Company may require the person exercising or vesting in
such Award to represent and warrant at the time of any such exercise or vesting that the Shares are being acquired only for investment
and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation
is required.


 


22.           Inability
to Obtain Authority. If the Company determines it to be impossible or impractical to obtain authority from any regulatory body having
jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any U.S. state
or federal law or non-U.S. law or under the rules and regulations of the U.S. Securities and Exchange Commission, the stock exchange
on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification
or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares
hereunder, the Company will be relieved of any liability in respect of the failure to issue or sell such Shares as to which such requisite
authority, registration, qualification or rule compliance will not have been obtained.


 


23.           Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan
is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.


 






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24.           Forfeiture
Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect
to an Award will be subject to the reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence
of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include,
without limitation, termination of such Participant’s status as an employee and/or other service provider for cause or any specified
action or inaction by a Participant, whether before or after such termination of employment and/or other service, that would constitute
cause for termination of such Participant’s status as a employee and/or other service provider. Notwithstanding any provisions
to the contrary under this Plan, all Awards granted under the Plan will be subject to reduction,
cancellation, forfeiture, recoupment, reimbursement, or reacquisition under any clawback policy that the Company is required to
adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Laws (the
 “Clawback Policy”). The Administrator may require a Participant to forfeit, return or reimburse the Company all or
a portion of the Award and any amounts paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to
comply with Applicable Laws, including without limitation any reacquisition right regarding previously acquired Shares or other cash
or property. Unless this Section 24 specifically is mentioned and waived in an Award Agreement or other document, no recovery of
compensation under a Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant
to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company
or any Parent or Subsidiary of the Company.


 


*          *          *


 






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