EX-10.5




 Exhibit 10.5 

BIGBEAR.AI HOLDINGS, INC. 
  

 
 2021 EMPLOYEE
STOCK PURCHASE PLAN 
  
  

ARTICLE I 
 PURPOSE

 The Plan’s purpose is to assist employees of the Company and its Designated Companies in acquiring a share ownership interest in
the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries and Affiliates. 

The Plan consists of two components: the Section 423 Component and the Non-Section 423
Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of
Section 423 of the Code. In addition, this Plan authorizes the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stock
purchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and the Designated Companies
in locations outside of the United States. Except as otherwise provided herein or determined by the Administrator, the Non-Section 423 Component will operate and be administered in the same manner as
the Section 423 Component. Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator at or prior to the time of such Offering. 

For purposes of this Plan, the Administrator may designate separate Offerings under the Plan, the terms of which need not be identical, in
which Eligible Employees will participate, even if the dates of the applicable Offering Period(s) in each such Offering is identical, provided that the terms of participation are the same within each separate Offering under the Section 423
Component as determined under Section 423 of the Code. Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan. 
 ARTICLE II 

DEFINITIONS 
 As used in
the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise: 
 2.1
“Administrator” means the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof. 











 2.2 “Affiliate” means a corporation or other entity
controlled by, controlling, or under control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any person, means the
possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such person, whether through the ownership of voting or other securities, by contract or otherwise. 

2.3 “Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged,
retained, appointed or authorized to act as the agent of the Company or an Employee with regard to the Plan. 
 2.4
“Board” means the Board of Directors of the Company. 
 2.5 “Code” means the U.S.
Internal Revenue Code of 1986, as amended from time to time. Any reference to any section of the Code shall also be a reference to any successor provision and any guidance and treasury regulation promulgated thereunder. 

2.6 “Committee” means the Compensation Committee of the Board. 

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

2.8 “Company” means BigBear.ai Holdings, Inc., a Delaware corporation, and its successors by operation of law.

 2.9 “Compensation” of an Employee means the gross base compensation received by such Employee as
compensation for services to the Company or any Designated Company, including base salary, wages, prior week adjustment and overtime payments, commissions, annual incentive compensation or other payments made under any annual bonus program, vacation
pay, holiday pay, jury duty pay, funeral leave pay, and military leave pay but excluding payments made under any special or one-time bonus programs (e.g., retention or
sign-on bonuses), education or tuition reimbursements, travel expenses, business and moving reimbursements (including tax gross ups and taxable mileage allowance), imputed income arising under any group
insurance or benefit program, income received in connection with any share options, share appreciation rights, restricted shares, restricted share units or other equity awards, fringe benefits, other special payments and all contributions made by
the Company or any Designated Company for the Employee’s benefit under any employee benefit plan now or hereafter established. The Administrator, in its discretion, may establish a different definition of Compensation for an Offering, which for
the Section 423 Component shall apply on a uniform and nondiscriminatory basis. Further, the Administrator will have discretion to determine the application of this definition to Eligible Employees outside the United States. 

2.10 “Designated Company” means each Affiliate and Subsidiary, including any Affiliate and Subsidiary in
existence on the Effective Date and any Affiliate and Subsidiary formed or acquired following the Effective Date, that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan, in
accordance with Section 7.2 hereof, such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Company may participate
in either the Section 423 

  
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Component or Non-Section 423 Component, but not both. Notwithstanding the foregoing, if any Affiliate or Subsidiary is disregarded for U.S.
federal income tax purposes in respect of the Company or any Designated Company participating in the Section 423 Component, then such disregarded Affiliate or Subsidiary shall automatically be a Designated Company participating in the
Section 423 Component. If any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of any Designated Company participating in the Non-Section 423 Component, the
Administrator may exclude such Affiliate or Subsidiary from participating in the Plan, notwithstanding that the Designated Company in respect of which such Affiliate or Subsidiary is disregarded may participate in the Plan. 

2.11 “Effective Date” means the date the Plan is adopted by the Board, subject to approval of the Company’s
shareholders. 
 2.12 “Eligible Employee” means any Employee of the Company or a Designated Company, except
that the Administrator may exclude any or all of the following, unless prohibited by applicable law, Employees: 
 (a) who are customarily
scheduled to work 20 hours or less per week; 
 (b) whose customary employment is not more than five months in a calendar year; 

(c) who have been employed less than two years; 

(d) who are not employed by the Company or a Designated Company prior to the applicable Enrollment Date; and 

(e) any Employee who is a “highly compensated employee” of the Company or any Designated Company (within the meaning of
Section 414(q) of the Code), or that is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is an officer or (C) who is subject to the disclosure requirements of Section 16(a) of
the Exchange Act; or 
 (f) any Employee who is a citizen or resident of a jurisdiction outside the United States (without regard to whether
they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (A) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or
(B) compliance with the laws of the jurisdiction would cause the Section 423 Component, any Offering thereunder or an Option granted thereunder to violate the requirements of Section 423 of the Code; provided that any
exclusion shall be applied in an identical manner under each Offering to all Employees in accordance with Treas. Reg. § 1.423-2(e). 

Notwithstanding the foregoing, any Employee who, after the granting of the Option, would be deemed for purposes of Section 423(b)(3) of the Code to
possess 5% or more of the total combined voting power or value of all classes of shares of the Company or any Subsidiary shall not be an Eligible Employee. For purposes of the preceding sentence, the rules of Section 424(d) of the Code with
regard to the attribution of share ownership shall apply in determining the share ownership of an individual, and shares which an Employee may purchase under outstanding options shall be treated as shares owned by the Employee. 

  
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 Further, with respect to the Non-Section 423 Component,
(a) the Administrator may limit eligibility further within a Designated Company so as to only designate some Employees of a Designated Company as Eligible Employees, and (b) to the extent any restrictions in this definition are not
consistent with applicable local laws, the applicable local laws shall control. 
 2.13 “Employee” means any
person who renders services to the Company or a Designated Company in the status of an employee within the meaning of Section 3401(c) of the Code. “Employee” shall not include any director of the Company or a Designated Company who
does not render services to the Company or a Designated Company in the status of an employee within the meaning of Section 3401(c) of the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while
the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated Company and meeting the requirements of Treas. Reg. § 1.421-1(h)(2). Where the
period of leave exceeds three months, or such other period specified in Treas. Reg. § 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed either by statute or by
contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, or such other period specified in Treas. Reg.
§ 1.421-1(h)(2). 
 2.14 “Enrollment Date” means the first
date of each Offering Period. 
 2.15 “Exercise Date” means the last day of each Purchase Period, except as
provided in Section 5.2 hereof. 
 2.16 “Exchange Act” means the U.S. Securities Exchange Act of 1934, as
amended from time to time. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing, or superseding such section or regulation. 
 2.17 “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows: 
 (a) If the Common Stock is
(i) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, the Fair Market
Value of a Share shall be the closing sales price for a Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Share on the date in question, the closing sales price for a Share on the last preceding
date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(b) If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the
Common Stock is regularly quoted by a recognized securities dealer, the Fair Market Value of a Share shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Share on such date, the
high bid and low asked prices for a Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or 

  
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 (c) If the Common Stock is neither listed on an established securities exchange, national
market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value of a Share shall be established by the Administrator in good faith. 

2.18 “Grant Date” means the first day of an Offering Period. 

2.19 “New Exercise Date” has the meaning set forth in Section 5.2(b) hereof. 

2.20 “Non-Section 423 Component” means
those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which Options may
be granted to Eligible Employees that need not satisfy the requirements for Options granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code. 

2.21 “Offering” means an offer under the Plan of an Option that may be exercised during an Offering Period as
further described in Article IV hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees shall be deemed a separate Offering, even if the dates and other terms of the applicable Purchase Periods of each such
Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under
the Section 423 Component need not be identical, provided that the terms of the Section 423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and
(a)(3). 
 2.22 “Offering Period” means one or more periods to be selected by the Administrator in its sole
discretion with respect to which Options shall be granted to Participants. The duration and timing of Offering Periods may be established or changed by the Administrator at any time, in its sole discretion and may consist of one or more Purchase
Periods. Notwithstanding the foregoing, in no event may an Offering Period exceed 27 months. 
 2.23 “Option”
means the right to purchase Shares pursuant to the Plan during each Offering Period. 
 2.24 “Option Price”
means the purchase price of a Share hereunder as provided in Section 4.2 hereof. 
 2.25 “Parent” means
any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code. 
 2.26
“Participant” means any Eligible Employee who elects to participate in the Plan. 
 2.27
“Payday” means the regular and recurring established day for payment of Compensation to an Employee. 

  
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 2.28 “Plan” means this Employee Stock Purchase Plan,
including both the Section 423 Component and Non-Section 423 Component and any other sub-plans or appendices hereto, as amended from time to
time. 
 2.29 “Plan Account” means a bookkeeping account established and maintained by the Company in the name
of each Participant. 
 2.30 “Purchase Period” means one or more periods within an Offering Period, as
determined by the Administrator in its sole discretion. The duration and timing of Purchase Periods may be established or changed by the Administrator at any time, in its sole discretion. Notwithstanding the foregoing, in no event may a Purchase
Period exceed the duration of the Offering Period under which it is established. 
 2.31
“Section 409A” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder. 

2.32 “Section 423 Component” means those Offerings under the Plan that are
intended to meet the requirements under Section 423(b) of the Code. 
 2.33 “Shares” means shares of
Common Stock. 
 2.34 “Subsidiary” means any subsidiary corporation of the Company within the meaning of
Section 424(f) of the Code. 
 2.35
“Tax-Related Items” means any U.S. and non-U.S. federal, provincial, state and/or local taxes
(including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection
with his or her participation in the Plan. 
 2.36 “Treas. Reg.” means U.S. Department of the Treasury
regulations. 
 2.37 “Withdrawal Election” has the meaning set forth in Section 6.1(a) hereof. 

ARTICLE III 

PARTICIPATION 
 3.1
Eligibility. 
 (a) Any Eligible Employee who is employed by the Company or a Designated Company on a given Enrollment Date
for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles IV and V hereof, and, for the Section 423 Component, the limitations imposed by Section 423(b) of the
Code. 
 (b) No Eligible Employee shall be granted an Option under the Section 423 Component which permits the Participant’s rights
to purchase Shares under the Plan, and to purchase shares under all other employee stock purchase plans of the Company, any Parent or any Subsidiary subject to Section 423 of the Code, to accrue at a rate which exceeds $25,000 of fair market
value of such shares (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time. The limitation under this Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of
the Code. 

  
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 3.2 Election to Participate; Payroll Deductions. 

(a) Each individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to participate in such Offering
Period and the Plan by delivering to the Company or an Agent designated by the Company an enrollment form including a payroll deduction authorization (which may be in an electronic format or such other method as determined by the Company in
accordance with the Company’s practices) (a “Participation Election”) no later than the period of time prior to the applicable Enrollment Date determined by the Administrator, in its sole discretion. Except as provided
in Section 3.2(e) hereof, an Eligible Employee may participate in the Plan only by means of payroll deduction. 
 (b) Subject to
Section 3.1(b) hereof and except as may otherwise be determined by the Administrator, payroll deductions (i) shall equal at least 1% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment
Date, but not more than 10% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date; and (ii) shall be expressed as a whole number percentage. Subject to Section 3.2(e)
hereof, amounts deducted from a Participant’s Compensation with respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited to the Participant’s Plan Account. 

(c) Unless otherwise determined by the Administrator, following at least one payroll deduction, a Participant may increase or decrease the
percentage of Compensation or the fixed dollar amount designated in his or her Participation Election, subject to the limits of this Section 3.2, or may suspend his or her payroll deductions, at any time during an Offering Period;
provided, however, that the Administrator may limit the number of changes a Participant may make to his or her payroll deduction elections during each Offering Period in the applicable Offering (and in the absence of any specific
designation by the Administrator, a Participant shall be allowed one change to his or her payroll deduction elections during each Offering Period). Any such change or suspension of payroll deductions shall be effective with the first full payroll
period following ten business days after the Company’s receipt of the new Participation Election (or such shorter or longer period as may be specified by the Administrator in the applicable Offering). In the event a Participant suspends his or
her payroll deductions, such Participant’s cumulative payroll deductions prior to the suspension shall remain in his or her account and shall be applied to the purchase of Shares on the next occurring Exercise Date and shall not be paid to such
Participant unless he or she withdraws from participation in the Plan pursuant to Section 6.1. 
 (d) Upon the completion of an Offering
Period, each Participant in such Offering Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage as in effect at the termination of such Offering Period, unless such Participant
delivers to the Company or an Agent designated by the Company a different Participation Election with respect to the successive Offering Period in accordance with Section 3.2(a) hereof, or unless such Participant becomes ineligible for
participation in the Plan. 

  
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 (e) Notwithstanding any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions is prohibited or otherwise problematic under applicable local laws (as determined by the Administrator in its sole
discretion), the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s Plan Account in a form acceptable to the Administrator in lieu of or in addition to payroll deductions;
provided, however, that, for any Offering under the Section 423 Component, the Administrator must determine that any alternative method of contribution is applied on an equal and uniform basis to all Eligible Employees in the Offering. Any
reference to “payroll deductions” in this Section 3.2 (or in any other section of the Plan) will similarly cover contributions by other means made pursuant to this Section 3.2(e). 

ARTICLE IV 
 PURCHASE OF
SHARES 
 4.1 Grant of Option. The Company may make one or more Offerings under the Plan, which may be successive
or overlapping with one another, until the earlier of: (i) the date on which all Shares available under the Plan have been purchased or (ii) the date on which the Plan is suspended or terminates. No Offering shall commence prior to the
date on which the Company’s registration statement on Form S-8 is filed with the U.S. Securities and Exchange Commission in respect of the Plan. The Administrator shall designate the terms and
conditions of each Offering in writing, including without limitation, the Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering Period on the applicable Grant Date. Subject to the
limitations of Section 3.1(b) hereof, the number of Shares subject to a Participant’s Option shall be determined by dividing (a) such Participant’s payroll deductions accumulated prior to an Exercise Date and retained in the
Participant’s Plan Account on such Exercise Date by (b) the applicable Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than 5,000 shares of Common Stock
(subject to any adjustment pursuant to Section 5.2 hereof). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Shares that a Participant may purchase during any Purchase
Periods under such future Offering Periods. Each Option shall expire on the last Exercise Date for the applicable Offering Period immediately after the automatic exercise of the Option in accordance with Section 4.3 hereof, unless such Option
terminates earlier in accordance with Article VI hereof. 
 4.2 Option Price. The Option Price shall equal 85% of the
lesser of the Fair Market Value of a Share on (a) the applicable Grant Date and (b) the applicable Exercise Date, or such other price designated by the Administrator. 

4.3 Purchase of Shares. 

(a) On each Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part
be deemed to have exercised the Participant’s Option to purchase at the applicable Option Price the largest number of whole Shares which can be purchased with the amount in the Participant’s Plan Account, subject to the limitations set
forth in the Plan. Unless otherwise determined by the Administrator in advance of an Offering or in accordance with applicable law, any balance that is remaining in the Participant’s Plan Account (after exercise of such Participant’s
Option) as of the Exercise Date shall be carried 

  
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forward into the next Offering Period, unless the Participant has properly elected to withdraw from the Plan, has ceased to be an Eligible Employee or with respect to the maximum limitations set
forth in Section 3.1(b) and Section 4.1. Any balance not carried forward to the next Offering Period in accordance with the prior sentence shall promptly be refunded as soon as administratively practicable to the applicable Participant.

 (b) As soon as practicable following each Exercise Date, the number of Shares purchased by such Participant pursuant to
Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), in the Company’s sole discretion, to either (i) the Participant or (ii) an account established in the Participant’s name at a stock
brokerage or other financial services firm designated by the Company. The Company may require that shares be retained with such brokerage or firm for a designated period of time and/or may establish procedures to permit tracking of disqualifying
dispositions of such shares. 
 4.4 Transferability of Rights. An Option granted under the Plan shall not be
transferable, other than by will or the applicable laws of descent and distribution, and is exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option shall be available to pay off any
debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempt at disposition of the Option shall have no effect. 

ARTICLE V 
 PROVISIONS
RELATING TO COMMON STOCK 
 5.1 Shares Reserved. Subject to adjustment as provided in Section 5.2 hereof, the
aggregate number of Shares that may be issued pursuant to rights granted under the Plan shall be the sum of (a) 1,857,124 shares and (b) an annual increase on the first day of each year beginning on January 1, 2022 and annually thereafter
ending in 2031 equal to the lesser of (i) 1% of all classes of the Company’s shares outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of shares as may be determined by the Board;
provided, however, no more than 20,000,000 shares may be issued in total under the Plan. Shares made available for sale under the Plan may be authorized but unissued shares or treasury Shares. If any right granted under the Plan shall for any
reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance under the Plan. 

  
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 5.2 Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale. 
 (a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the
number of Shares which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the number of Shares covered by each Option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination, amalgamation, consolidation, reorganization, arrangement or reclassification of the
Shares, or any other increase or decrease in the number Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Shares subject to an Option. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then in
progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the
Administrator. The New Exercise Date shall be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify each Participant in writing, at least ten business days prior to the New Exercise Date, that
the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn
from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof. 

(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to
assume or substitute for the Option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date
of the Company’s proposed sale or merger. The Administrator shall notify each Participant in writing, at least ten business days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the
New Exercise Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the
Participant has ceased to be an Eligible Employee as provided in Section 6.2 hereof. 
 5.3 Insufficient Shares. If
the Administrator determines that, on a given Exercise Date, the number of Shares with respect to which Options are to be exercised may exceed the number of Shares remaining available for sale under the Plan on such Exercise Date, the Administrator
shall make a pro rata allocation of the Shares available for issuance on such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants exercising Options to
purchase Shares on such Exercise Date, and unless additional shares are authorized for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering Period is
so 

  
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terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase of Shares shall be paid to such Participant in one lump sum
in cash within 30 days after such Exercise Date, without any interest thereon (except as may be required by applicable local laws). 
 5.4
Rights as Shareholders. With respect to Shares subject to an Option, a Participant shall not be deemed to be a shareholder of the Company and shall not have any of the rights or privileges of a shareholder. A Participant shall have
the rights and privileges of a shareholder of the Company when, but not until, the Shares have been deposited in the designated brokerage account following exercise of the Participant’s Option. 

ARTICLE VI 
 TERMINATION
OF PARTICIPATION 
 6.1 Cessation of Contributions; Voluntary Withdrawal. 

(a) A Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice of
such election to the Company or an Agent designated by the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established by the Administrator (a “Withdrawal Election”). In the
event a Participant elects to withdraw from the Plan, amounts then credited to such Participant’s Plan Account shall be returned to the Participant in one lump-sum payment in cash within 30 days
after such election is received by the Company, without any interest thereon (except as may be required by applicable local laws), and the Participant shall cease to participate in the Plan and the Participant’s Option for such Offering Period
shall terminate upon receipt of the Withdrawal Election.  
 (b) A Participant’s withdrawal from the Plan shall not have any
effect upon the Participant’s eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the Participant
withdraws. 
 (c) A Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume
contributions to the Plan during that Offering Period. 
 6.2 Termination of Eligibility. Upon a Participant’s
ceasing to be an Eligible Employee, for any reason, such Participant’s Option for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from the Plan, and any balance on such
Participant’s Plan Account shall be paid to such Participant or, in the case of the Participant’s death, to the person or persons entitled thereto pursuant to applicable law, within 30 days after such cessation of being an Eligible
Employee, without any interest thereon (except as may be required by applicable local laws). If a Participant transfers employment from the Company or any Designated Company participating in the Section 423 Component to any Designated Company
participating in the Non-Section 423 Component, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section 423
Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant


  
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shall immediately join the then-current Offering under the Non-Section 423 Component upon the same terms and conditions in effect for the
Participant’s participation in the Section 423 Component, except for such modifications otherwise applicable for Participants in such Offering. A Participant who transfers employment from any Designated Company participating in the Non-Section 423 Component to the Company or any Designated Company participating in the Section 423 Component shall not be treated as terminating the Participant’s employment and shall remain
a Participant in the Non-Section 423 Component until the earlier of (i) the end of the current Offering Period under the Non-Section 423
Component, or (ii) the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers
of employment between companies participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code. 

ARTICLE VII 
 GENERAL
PROVISIONS 
 7.1 Administration. 

(a) The Plan shall be administered by the Committee, which shall be composed of members of the Board. The Committee may delegate administrative
tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including without limitation, determining the Designated Companies participating in the Plan, establishing and maintaining an individual
securities account under the Plan for each Participant, determining enrollment and withdrawal deadlines and determining exchange rates. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and
duties of the Administrator under the Plan. 
 (b) It shall be the duty of the Administrator to conduct the general administration of the
Plan in accordance with the provisions of the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 

(i) To establish and terminate Offerings; 

(ii) To determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be
identical); 
 (iii) To select Designated Companies in accordance with Section 7.2 hereof; and 

(iv) To construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the
Plan, any Offering or any Option, in a manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section 423 of the Code for the Section 423 Component. 

  
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 (c) The Administrator may adopt rules or procedures relating to the operation and
administration of the Plan to accommodate the specific requirements of local laws and procedures, provided that the adoption and implementation of any such rules and/or procedures would not cause the Section 423 Component to be in
noncompliance with Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment
of interest, conversion of local currency, payroll tax, withholding procedures and handling of share certificates which vary with local requirements. 

(d) The Administrator may adopt sub-plans applicable to particular Designated Companies or
locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence
over other provisions of this Plan, with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. 
 (e) All expenses and liabilities incurred by the Administrator in connection with the
administration of the Plan shall be borne by the Company. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, the Company and its officers and directors shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon all Participants, the Company and all other interested
persons. No member of the Board or Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Board or Administrator shall be fully
protected by the Company in respect to any such action, determination, or interpretation. Any and all risks resulting from any market fluctuations or conditions of any nature and affecting the price of Shares are assumed by the Participant. 

7.2 Designation of Affiliates and Subsidiaries. The Administrator shall designate from time to time the Affiliates and
Subsidiaries that shall constitute Designated Companies, and determine whether such Designated Companies shall participate in the Section 423 Component or Non-Section 423
Component; provided, however, that an Affiliate that does not also qualify as a Subsidiary may be designated only as participating in the Non-Section 423 Component. The Administrator may
designate an Affiliate or Subsidiary, or terminate the designation of an Affiliate or Subsidiary, without the approval of the shareholders of the Company. 

7.3 Reports. Individual accounts shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall
be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of Shares purchased and the remaining cash balance, if any. 

7.4 No Right to Employment. Nothing in the Plan shall be construed to give any person (including any Participant) the
right to remain in the employ of the Company, a Parent, a Subsidiary or an Affiliate or to affect the right of the Company, any Parent, any Subsidiary or any Affiliate to terminate the employment of any person (including any Participant) at any
time, with or without cause, which right is expressly reserved. 

  
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 7.5 Amendment and Termination of the Plan. 

(a) The Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision), with respect to the Section 423 Component, or any other applicable law, regulation or stock exchange rule, the Company shall obtain shareholder approval of any such
amendment to the Plan in such a manner and to such a degree as required by Section 423 of the Code or such other law, regulation or rule. 

(b) If the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the
Administrator may in its discretion modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 

(i) altering the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option
Price; 
 (ii) shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering
Period underway at the time of the Administrator action; and 
 (iii) allocating Shares. 

Such modifications or amendments shall not require shareholder approval or the consent of any Participant. 

(c) Upon termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such
termination, without any interest thereon (except as may be required by applicable local laws). 
 7.6 Use of Funds; No Interest
Paid. All funds received by the Company by reason of purchase of shares of Shares under the Plan shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose (except
as may be required by applicable local laws). No interest shall be paid to any Participant or credited under the Plan (except as may be required by applicable local laws). 

7.7 Term; Approval by Shareholders. No Option may be granted during any period of suspension of the Plan or after
termination of the Plan. The Plan shall be submitted for the approval of the Company’s shareholders within 12 months after the date of the Board’s initial adoption of the Plan. Options may be granted prior to such shareholder
approval; provided, however, that such Options shall not be exercisable prior to the time when the Plan is approved by the shareholders; provided, further that if such approval has not been
obtained by the end of the 12-month period, all Options previously granted under the Plan shall thereupon terminate and be canceled and become null and void without being exercised. 

  
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 7.8 Effect Upon Other Plans. The adoption of the Plan shall not affect
any other compensation or incentive plans in effect for the Company, any Parent, any Subsidiary or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company, any Parent, any Subsidiary or any Affiliate (a) to
establish any other forms of incentives or compensation for employees of the Company or any Parent, any Subsidiary or any Affiliate, or (b) to grant or assume Options otherwise than under the Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, amalgamation, combination, arrangement, consolidation or otherwise, of the business, shares or
assets of any corporation, firm or association. 
 7.9 Conformity to Securities Laws. Notwithstanding any other
provision of the Plan, the Plan and the participation in the Plan by any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable
law, the Plan shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 
 7.10 Notice of
Disposition of Shares. Each Participant shall give the Company prompt notice of any disposition or other transfer of any Shares, acquired pursuant to the exercise of an Option granted under the Section 423 Component, if such disposition
or transfer is made (a) within two years after the applicable Grant Date or (b) within one year after the transfer of such Shares to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing
shares acquired pursuant to the Plan refer to such requirement. 
 7.11 Tax Withholding. At the time of any taxable
event that creates a withholding obligation for the Company or any Parent, Affiliate or Subsidiary, the Participant will make adequate provision for any Tax-Related Items. In their sole discretion,
and except as otherwise determined by the Administrator, the Company or the Designated Company that employs or employed the Participant may satisfy their obligations to withhold Tax-Related Items by
(a) withholding from the Participant’s wages or other compensation, (b) withholding a sufficient whole number of Shares otherwise issuable following exercise of the Option having an aggregate value sufficient to pay the Tax-Related Items required to be withheld with respect to the Option and/or Shares, (c) withholding from proceeds from the sale of Shares issued upon exercise of the Option, either through a
voluntary sale or a mandatory sale arranged by the Company, or (d) any other method determined by the Administrator to be in compliance with applicable laws. 

7.12 Governing Law. The Plan and all rights, agreements and obligations hereunder shall be administered, interpreted and
enforced under the laws of the State of Delaware, without regard to the conflict of law rules thereof or of any other jurisdiction. 

7.13 Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan
shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 

  
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 7.14 Conditions to Issuance of Shares. 

(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book
entries evidencing Shares pursuant to the exercise of an Option by a Participant, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation system on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable
exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems
advisable in order to comply with any such laws, regulations, or requirements. 
 (b) All certificates for Shares delivered pursuant to the
Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with U.S.
and non-U.S. federal, provincial, state or local securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Shares are listed,
quoted, or traded. The Administrator may place legends on any certificate or book entry evidencing Shares to reference restrictions applicable to the Shares. 

(c) The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the
settlement, distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Administrator. 

(d) Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule
or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Option, record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent or share
plan administrator). 
 If, pursuant to this Section 7.14, the Administrator determines that Shares will not be issued to any Participant, the Company
is relieved from liability to any Participant except to refund to the Participant such Participant’s Plan Account balance, without interest thereon (except as may be required by applicable local laws). 

7.15 Equal Rights and Privileges. All Eligible Employees granted Options pursuant to an Offering under the
Section 423 Component shall have equal rights and privileges under this Plan to the extent required under Section 423 of the Code so that the Section 423 Component qualifies as an “employee stock purchase plan” within the
meaning of Section 423 of the Code. Any provision of the Section 423 Component that is inconsistent with Section 423 of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal
rights and privileges requirement of Section 423 of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as each other, or as
Eligible Employees participating in the Section 423 Component. 

  
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 7.16 Rules Particular to Specific Countries. Notwithstanding anything
herein to the contrary, the terms and conditions of the Plan with respect to Participants who are residents of a particular non-U.S. country or who
are non-U.S. nationals or employed in non-U.S. jurisdictions may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern Offerings under the Section 423 Component or
the Non-Section 423 Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendix
or sub-plan conflict with any provisions of the Plan, the provisions of the appendix or sub-plan shall govern. The adoption of any such appendix or sub-plan shall be pursuant to Section 7.1 above. Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures, with respect to Participants who are non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Affiliates or Subsidiaries from participation in the
Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures,
establishment of bank or trust accounts to hold payroll deductions or contributions, provided that the adoption and implementation of any such rules and/or procedures would not cause the Section 423 Component to be in noncompliance with
Section 423 of the Code. 
 7.17 Section 409A. The Section 423 Component of the Plan and the Options granted
pursuant to Offerings thereunder are intended to be exempt from the application of Section 409A. Neither the Non-Section 423 Component nor any Option granted pursuant to an Offering thereunder
is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A. Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under
the Plan may be or become subject to Section 409A or that any provision of the Plan may cause an Option granted under the Plan to be or become subject to Section 409A, the Administrator may adopt such amendments to the Plan and/or adopt
other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Administrator determines are necessary or appropriate to avoid the imposition of taxes under Section 409A,
either through compliance with the requirements of Section 409A or with an available exemption therefrom. 
 * * * * * 

I hereby certify that the foregoing Plan was adopted by the Board of Directors of BigBear.ai Holdings, Inc.
on            . 
 I hereby certify that the foregoing Plan was approved by the shareholders of
BigBear.ai Holdings, Inc. on            . 
 Executed
on            . 
  

	
	   

	Corporate Secretary



  
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