Exhibit 10.11


 


THE LOVESAC COMPANY


STOCK OPTION AGREEMENT


Executives


 


The Lovesac Company (the “Company”)
has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which
this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”)
to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option
has been granted pursuant to and shall in all respects be subject to the terms and conditions of The Lovesac Company Amended and Restated
2017 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated
herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant
has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection
with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”),
(b) accepts the Option subject to all of the terms and conditions of the Grant Notice, this Option Agreement and the Plan and (c) agrees
to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant
Notice, this Option Agreement or the Plan.


 


1. Definitions
and Construction.


 


1.1 Definitions.
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.


 


1.2 Construction.
Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this
Option Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.


 


2. Tax
Consequences.


 


2.1 Tax
Status of Option. This Option is intended to have the tax status designated in the Grant Notice.


 


(a) Incentive
Stock Option. If the Grant Notice so designates, this Option is intended to be an Incentive Stock Option within the meaning of
Section 422(b) of the Code, but the Company does not represent or warrant that this Option qualifies as such. The Participant should
consult with the Participant’s own tax advisor regarding the tax effects of this Option and the requirements necessary to obtain
favorable income tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements. (NOTE TO
PARTICIPANT: If the Option is exercised more than three (3) months after the date on which you cease to be an Employee (other than by
reason of your death or permanent and total disability as defined in Section 22(e)(3) of the Code), the Option will be treated as
a Nonstatutory Stock Option and not as an Incentive Stock Option to the extent required by Section 422 of the Code.)


 






     


     


    

 


(b) Nonstatutory
Stock Option. If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated
as an Incentive Stock Option within the meaning of Section 422(b) of the Code.


 


2.2 ISO
Fair Market Value Limitation. If the Grant Notice designates this Option as an Incentive Stock Option, then to the extent that
the Option (together with all Incentive Stock Options granted to the Participant under all stock option plans of the Participating Company
Group, including the Plan) becomes exercisable for the first time during any calendar year for shares having a Fair Market Value greater
than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount will be treated as Nonstatutory Stock
Options. For purposes of this Section 2.2, options designated as Incentive Stock Options are taken into account in the order in which
they were granted, and the Fair Market Value of stock is determined as of the time the option with respect to such stock is granted. If
the Code is amended to provide for a different limitation from that set forth in this Section 2.2, such different limitation shall
be deemed incorporated herein effective as of the date required or permitted by such amendment to the Code. If the Option is treated as
an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 2.2,
the Participant may designate which portion of such Option the Participant is exercising. In the absence of such designation, the Participant
shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such
portion shall be issued upon the exercise of the Option. (NOTE TO PARTICIPANT: If the aggregate Exercise Price of the Option (that is,
the Exercise Price multiplied by the Number of Option Shares) plus the aggregate exercise price of any other Incentive Stock Options you
hold (whether granted pursuant to the Plan or any other stock option plan of the Participating Company Group) is greater than $100,000,
you should contact the Chief Financial Officer of the Company to ascertain whether the entire Option qualifies as an Incentive Stock Option.)


 


3. Administration.


 


All questions of interpretation
concerning the Grant Notice, this Option Agreement, the Plan or any other form of agreement or other document employed by the Company
in the administration of the Plan or the Option shall be determined by the Committee. All such determinations by the Committee shall be
final, binding and conclusive upon all persons having an interest in the Option, unless fraudulent or made in bad faith. Any and all actions,
decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Option or other
agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and
conclusive upon all persons having an interest in the Option. Any Officer shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided
the Officer has apparent authority with respect to such matter, right, obligation, or election.


 


4. Exercise
of the Option.


 


4.1 Right
to Exercise. Except as otherwise provided herein, the Option shall be exercisable to the extent vested and prior to the termination
of the Option (as provided in Section 6) in an amount not to exceed the number of Vested Shares less the number of shares previously
acquired upon exercise of the Option. In no event shall the Option be exercisable for more shares than the Number of Option Shares, as
adjusted pursuant to Section 9.


 






    2


     


    

 


4.2 Method
of Exercise. Exercise of the Option shall be by means of electronic or written notice (the “Exercise Notice”)
in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such
manner as required by the notice and transmitted to the Company or an authorized representative of the Company (including a third-party
administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise
Notice, the Option shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant
and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other
means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator
designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise
the Option and the number of whole shares of Stock for which the Option is being exercised. Further, each Exercise Notice must be received
by the Company prior to the termination of the Option as set forth in Section 6 and must be accompanied by full payment of the aggregate
Exercise Price for the number of shares of Stock being purchased. The Option shall be deemed to be exercised upon receipt by the Company
of such electronic or written Exercise Notice and the aggregate Exercise Price.


 


4.3 Payment
of Exercise Price.


 


(a) Forms
of Consideration Authorized. Except as otherwise provided below, payment of the aggregate Exercise Price for the number of shares
of Stock for which the Option is being exercised shall be made (i) in cash, by check or in cash equivalent; (ii) if permitted
by the Company and subject to the limitations contained in Section 4.3(b), by means of (1) a Cashless Exercise, (2) a Net-Exercise,
or (3) a Stock Tender Exercise; or (iii) by any combination of the foregoing.


 


(b) Limitations
on Forms of Consideration. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion,
to establish, decline to approve or terminate any program or procedure providing for payment of the Exercise Price through any of the
means described below, including with respect to the Participant notwithstanding that such program or procedures may be available to others.


 


(i) Cashless
Exercise. A “Cashless Exercise” means the delivery of a properly executed Exercise Notice together with
irrevocable instructions to a broker in a form acceptable to the Company providing for the assignment to the Company of the proceeds of
a sale or loan with respect to shares of Stock acquired upon the exercise of the Option in an amount not less than the aggregate Exercise
Price for such shares (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated
from time to time by the Board of Governors of the Federal Reserve System).


 


(ii) Net-Exercise.
A “Net-Exercise” means the delivery of a properly executed Exercise Notice electing a procedure pursuant to
which (1) the Company will reduce the number of shares otherwise issuable to the Participant upon the exercise of the Option by the
largest whole number of shares having a Fair Market Value that does not exceed the aggregate Exercise Price for the shares with respect
to which the Option is exercised, and (2) the Participant shall pay to the Company in cash the remaining balance of such aggregate
Exercise Price not satisfied by such reduction in the number of whole shares to be issued. Following a Net-Exercise, the number of shares
remaining subject to the Option, if any, shall be reduced by the sum of (1) the net number of shares issued to the Participant upon
such exercise, and (2) the number of shares deducted by the Company for payment of the aggregate Exercise Price.


 






    3


     


    

 


(iii) Stock
Tender Exercise. A “Stock Tender Exercise” means the delivery of a properly executed Exercise Notice accompanied
by (1) the Participant’s tender to the Company of whole shares of Stock having a Fair Market Value that does not exceed the
aggregate Exercise Price for the shares with respect to which the Option is exercised, and (2) the Participant’s payment to
the Company in cash of the remaining balance of such aggregate Exercise Price not satisfied by such shares’ Fair Market Value. A
Stock Tender Exercise shall not be permitted if it would constitute a violation of the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock. If required by the Company, the Option may not be exercised by tender to the
Company of shares of Stock unless such shares either have been owned by the Participant for a period of time required by the Company (and
not used for another option exercise during such period) or were not acquired, directly or indirectly, from the Company.


 


4.4 Tax
Withholding.


 


(a) In
General. At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by a Participating Company,
the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make
adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy
the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company Group,
if any, which arise in connection with the Option. The Company shall have no obligation to deliver shares of Stock until the tax withholding
obligations of the Participating Company Group have been satisfied by the Participant.


 


(b) Withholding
in Shares. The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion
of a Participating Company’s tax withholding obligations upon exercise of the Option by deducting from the shares of Stock otherwise
issuable to the Participant upon such exercise a number of whole shares having a fair market value, as determined by the Company as of
the date of exercise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding
rates if required to avoid liability classification of the Option under generally accepted accounting principles in the United States.


 


4.5 Beneficial
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit
for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice
any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a
certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable,
in the names of the heirs of the Participant.


 






    4


     


    

 


4.6 Restrictions
on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of
the Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.
The Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal,
state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the
Stock may then be listed. In addition, the Option may not be exercised unless (i) a registration statement under the Securities Act
shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (ii) in
the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms
of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTION MAY
NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN
DESIRED EVEN THOUGH THE OPTION IS VESTED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority,
if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Option
shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority
shall not have been obtained. As a condition to the exercise of the Option, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty
with respect thereto as may be requested by the Company.


 


4.7 Fractional
Shares. The Company shall not be required to issue fractional shares upon the exercise of the Option.


 


5. Nontransferability
of the Option.


 


During the lifetime of the Participant,
the Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative. The Option shall
not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by
creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
Following the death of the Participant, the Option, to the extent provided in Section 7, may be exercised by the Participant’s
legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws
of descent and distribution.


 


6. Termination
of the Option.


 


The Option shall terminate and
may no longer be exercised after the first to occur of (a) the close of business on the Option Expiration Date, (b) the close
of business on the last date for exercising the Option following termination of the Participant’s Service as described in Section 7,
or (c) a Change in Control to the extent provided in Section 8.


 






    5


     


    

 


7. Effect
of Termination of Service.


 


7.1 Option
Exercisability. The Option shall terminate immediately upon the Participant’s termination of Service to the extent that it is
then unvested and shall be exercisable after the Participant’s termination of Service to the extent it is then vested only during
the applicable time period as determined below and thereafter shall terminate.


 


(a) Disability.
If the Participant’s Service terminates because of the Disability of the Participant, the Option, to the extent unexercised and
exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or
the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on
which the Participant’s Service terminated, but in any event no later than the Option Expiration Date.


 


(b) Death.
If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable
for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative
or other person who acquired the right to exercise the Option by reason of the Participant’s death at any time prior to the expiration
of twelve (12) months after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration
Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within three (3)
months after the Participant’s termination of Service.


 


(c) Termination
for Cause. Notwithstanding any other provision of this Option Agreement to the contrary, if the Participant’s Service is
terminated for Cause or if, following the Participant’s termination of Service and during any period in which the Option otherwise
would remain exercisable, the Participant engages in any act that would constitute Cause, the Option shall terminate in its entirety and
cease to be exercisable immediately upon such termination of Service or act.


 


(d) Other
Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the Option,
to the extent unexercised and exercisable for Vested Shares by the Participant on the date on which the Participant’s Service terminated,
may be exercised by the Participant at any time prior to the expiration of three (3) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.


 


7.2 Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of the Participant’s Service for
Cause, if the exercise of the Option within the applicable time periods set forth in Section 7.1 is prevented by the provisions of
Section 4.6, the Option shall remain exercisable until the later of (a) thirty (30) days after the date such exercise first
would no longer be prevented by such provisions, or (b) the end of the applicable time period under Section 7.1, but in any
event no later than the Option Expiration Date.


 






    6


     


    




 


8. Effect
of Change in Control.


 


In the event of a Change in
Control, the Option shall be subject to the definitive agreement entered into by the Company in connection with the Change in Control.
Except to the extent that the Committee determines to cash out the Option in accordance with Section 13 of the Plan, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without
the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any
portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock.
For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option
confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject
to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or
property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and
if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares
of Stock); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent
of the Acquiror, provide for the consideration to be received upon the exercise of the Option, for each share of Stock subject to the
Option, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders
of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation
of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in
Control nor exercised as of the time of the Change in Control.


 


9. Adjustments
for Changes in Capital Structure.


 


Subject to any required action
by the stockholders of the Company and the requirements of Sections 409A and 424 of the Code to the extent applicable, in the event of
any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization,
reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material
effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number, Exercise Price
and kind of shares subject to the Option, in order to prevent dilution or enlargement of the Participant’s rights under the Option.
For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without
receipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section shall be rounded
down to the nearest whole number and the Exercise Price shall be rounded up to the nearest whole cent. In no event may the Exercise Price
be decreased to an amount less than the par value, if any, of the stock subject to the Option. The Committee in its sole discretion, may
also make such adjustments in the terms of the Option to reflect, or related to, such changes in the capital structure of the Company
or distributions as it deems appropriate. All adjustments pursuant to this Section shall be determined by the Committee, and its determination
shall be final, binding and conclusive.


 






    7


     


    

 


10. Rights
as a Stockholder, Director, Employee or Consultant.


 


The Participant shall have no
rights as a stockholder with respect to any shares covered by the Option until the date of the issuance of the shares for which the Option
has been exercised (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are
issued, except as provided in Section 9. If the Participant is an Employee, the Participant understands and acknowledges that, except
as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s
employment is “at will” and is for no specified term. Nothing in this Option Agreement shall confer upon the Participant any
right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group
to terminate the Participant’s Service as a Director, an Employee or Consultant, as the case may be, at any time.


 


11. Notice
of Sales Upon Disqualifying Disposition.


 


The Participant shall dispose
of the shares acquired pursuant to the Option only in accordance with the provisions of this Option Agreement. In addition, if the
Grant Notice designates this Option as an Incentive Stock Option, the Participant shall (a) promptly notify the Chief Financial Officer
of the Company if the Participant disposes of any of the shares acquired pursuant to the Option within one (1) year after the date the
Participant exercises all or part of the Option or within two (2) years after the Date of Grant and (b) provide the Company with a description
of the circumstances of such disposition. Until such time as the Participant disposes of such shares in a manner consistent with the provisions
of this Option Agreement, unless otherwise expressly authorized by the Company, the Participant shall hold all shares acquired pursuant
to the Option in the Participant’s name (and not in the name of any nominee) for the one-year period immediately after the exercise
of the Option and the two-year period immediately after Date of Grant. At any time during the one-year or two-year periods set forth above,
the Company may place a legend on any certificate representing shares acquired pursuant to the Option requesting the transfer agent for
the Company’s stock to notify the Company of any such transfers. The obligation of the Participant to notify the Company of any
such transfer shall continue notwithstanding that a legend has been placed on the certificate pursuant to the preceding sentence.


 


12. Legends.


 


The Company may at any time
place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares
of stock subject to the provisions of this Option Agreement. The Participant shall, at the request of the Company, promptly present to
the Company any and all certificates representing shares acquired pursuant to the Option in the possession of the Participant in order
to carry out the provisions of this Section. Unless otherwise specified by the Company, legends placed on such certificates may include,
but shall not be limited to, the following:


 


“THE SHARES EVIDENCED BY THIS CERTIFICATE
WERE ISSUED BY THE CORPORATION TO THE REGISTERED HOLDER UPON EXERCISE OF AN INCENTIVE STOCK OPTION AS DEFINED IN SECTION 422 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (“ISO”). IN ORDER TO OBTAIN THE PREFERENTIAL TAX TREATMENT AFFORDED TO ISOs,
THE SHARES SHOULD NOT BE TRANSFERRED PRIOR TO [INSERT DISQUALIFYING DISPOSITION DATE HERE]. SHOULD THE REGISTERED HOLDER ELECT
TO TRANSFER ANY OF THE SHARES PRIOR TO THIS DATE AND FOREGO ISO TAX TREATMENT, THE TRANSFER AGENT FOR THE SHARES SHALL NOTIFY THE CORPORATION
IMMEDIATELY. THE REGISTERED HOLDER SHALL HOLD ALL SHARES PURCHASED UNDER THE INCENTIVE STOCK OPTION IN THE REGISTERED HOLDER’S NAME
(AND NOT IN THE NAME OF ANY NOMINEE) PRIOR TO THIS DATE OR UNTIL TRANSFERRED AS DESCRIBED ABOVE.”


 






    8


     


    

 


13. Miscellaneous
Provisions.


 


13.1 Termination
or Amendment. The Committee may terminate or amend the Plan or the Option at any time; provided, however, that except as provided
in Section 8 in connection with a Change in Control, no such termination or amendment may have a materially adverse effect on the
Option or any unexercised portion thereof without the consent of the Participant unless such termination or amendment is necessary to
comply with any applicable law or government regulation. No amendment or addition to this Option Agreement shall be effective unless in
writing.


 


13.2 Further
Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary
to carry out the intent of this Option Agreement.


 


13.3 Binding
Effect. This Option Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions
on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors
and assigns.


 


13.4 Delivery
of Documents and Notices. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be
given in writing and shall be deemed effectively given (except to the extent that this Option Agreement provides for effectiveness only
upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant
by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with
a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such
party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.


 


(a) Description
of Electronic Delivery and Signature. The Plan documents, which may include but do not necessarily include: the Plan, the Grant
Notice, this Option Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders,
may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically
the Grant Notice and Exercise Notice called for by Section 4.2 to the Company or to such third party involved in administering the
Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the
delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the delivery of the
document via e-mail or such other means of electronic delivery specified by the Company. Any and all such documents and notices may be
electronically signed.


 






    9


     


    

 


(b) Consent
to Electronic Delivery and Signature. The Participant acknowledges that the Participant has read Section 13.4(a) of this
Option Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant
Notice and Exercise Notice, as described in Section 13.4(a). The Participant agrees that any and all such documents requiring a signature
may be electronically signed and that such electronic signature shall have the same effect as handwritten signature for the purposes of
validity, enforceability and admissibility. The Participant acknowledges that he or she may receive from the Company a paper copy of any
documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant
further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of
such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke
his or her consent to the electronic delivery of documents described in Section 13.4(a) or may change the electronic mail address
to which such documents are to be delivered (if the Participant has provided an electronic mail address) at any time by notifying the
Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands
that he or she is not required to consent to electronic delivery of documents described in Section 13.4(a).


 


13.5 Integrated
Agreement. The Grant Notice, this Option Agreement and the Plan, together with the Superseding Agreement, if any, shall constitute
the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained
herein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the
Participating Company Group with respect to such subject matter. To the extent contemplated herein, the provisions of the Grant Notice,
the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect.


 


13.6 Applicable
Law. This Option Agreement shall be governed by the laws of the State of Delaware as such laws are applied to agreements between Delaware
residents entered into and to be performed entirely within the State of Delaware.


 


13.7 Counterparts.
The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


 


10