Exhibit
10.9


 


AST
SPACEMOBILE, INC.

2020 EMPLOYEE STOCK PURCHASE PLAN





 


Article
I.

PURPOSE


 


The
purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership
interest in the Company.


 


The
Plan consists of two components: (i) the Section 423 Component and (ii) 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. The Non-Section 423 Component
authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan”
under Section 423 of the Code. Rights 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 Designated Subsidiaries but shall not be intended to qualify as
an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise determined by the Administrator
or provided herein, 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 in which Eligible Employees will participate.
The terms of these Offerings need not be identical, even if the dates of the applicable Offering Period(s) in each such Offering
are 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 AND CONSTRUCTION


 


Wherever
the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.


 


2.1
“Administrator” means the entity that conducts the general administration of the Plan as provided in
Article XI.


 


2.2
“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.


 


2.3
“Applicable Law” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange
or quotation system on which Shares are listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where rights under this Plan are granted.


 


2.4
“Board” means the Board of Directors of the Company.


 




    	 



     


    

 


2.5
“Business Combination” means the transaction pursuant to which, among other transactions, (i) New Providence
Acquisition Corp. (predecessor to the Company) will acquire a number of membership units in and become the managing member of
AST & Science LLC, (ii) the Company will issue to the existing equityholders of AST & Science LLC capital stock in the
Company and (iii) the Company will become a publicly-traded holding company of the business of AST & Science LLC, pursuant
to that certain transaction agreement, dated as of December 15, 2020, by and among the Company, AST & Science LLC, New Providence
Management, LLC, the Existing Equityholders set forth on Annex A thereto and the Equityholder Representative (as defined therein).


 


2.6
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


2.7
“Common Stock” means the Class A common stock of the Company and such other securities of the Company
that may be substituted therefore.


 


2.8
“Company” means AST SpaceMobile, Inc., a Delaware corporation, or any successor.


 


2.9
“Compensation” of an Eligible Employee means, unless otherwise determined by the Administrator, the
gross cash compensation paid by the Company or its Subsidiary (as applicable) to such Eligible Employee as compensation for services
to the Company or any Designated Subsidiary, including for clarity, any prior-week adjustments; commissions; cash incentive compensation
and one-time bonuses (e.g., retention or sign on bonuses); overtime payments; or compensation paid by the Company or any Designated
Subsidiary in respect of periods of absence from work; and excluding any education or tuition reimbursements; travel expenses;
business and moving reimbursements; income received in connection with any stock options, stock appreciation rights, restricted
stock, restricted stock units or other compensatory equity awards; fringe benefits; other special payments and all contributions
made by the Company or any Designated Subsidiary for the Employee’s benefit under any employee benefit plan now or hereafter
established.


 


2.10
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner
the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes
incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s
estate.


 


2.11
“Designated Subsidiary” means any Subsidiary designated by the Administrator in accordance with Section
11.2(b), such designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component.
A Designated Subsidiary may participate in either the Section 423 Component or Non-Section 423 Component, but not both; provided
that a Subsidiary that, for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the
Section 423 Component shall automatically constitute a Designated Subsidiary that participates in the Section 423 Component.


 




    	2



     


    

 


2.12
“Eligible Employee” means an Employee who does not, immediately after any rights under this Plan are
granted, own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all
classes of Shares and other securities of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the
Code). For purposes of the foregoing, the rules of Section 424(d) of the Code with regard to the attribution of stock ownership
shall apply in determining the stock ownership of an individual, and stock that an Employee may purchase under outstanding options
shall be treated as stock owned by the Employee. Notwithstanding the foregoing, the Administrator may provide in an Offering Document
that an Employee shall not be eligible to participate in an Offering Period under the Section 423 Component if: (i) such Employee
is a highly compensated employee within the meaning of Section 423(b)(4)(D) of the Code; (ii) such Employee has not met a service
requirement designated by the Administrator pursuant to Section 423(b)(4)(A) of the Code (which service requirement may not exceed
two years); (iii) such Employee’s customary employment is for twenty hours per week or less; (iv) such Employee’s
customary employment is for less than five months in any calendar year; and/or (v) such Employee is a citizen or resident of a
foreign jurisdiction and the grant of a right to purchase Shares under the Plan to such Employee would be prohibited under the
laws of such foreign jurisdiction or the grant of a right to purchase Shares under the Plan to such Employee in compliance with
the laws of such foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code, as determined
by the Administrator in its sole discretion; provided, that any exclusion in clauses (i), (ii), (iii), (iv) or (v) shall
be applied in an identical manner under each Offering Period to all Employees, in accordance with Treasury Regulation Section
1.423-2(e).


 


Further
notwithstanding the foregoing, with respect to the Non-Section 423 Component, the first sentence in this definition shall apply
in determining who is an “Eligible Employee,” except (A) the Administrator may further limit eligibility within the
Company or within a Designated Subsidiary so as to only designate certain Employees of the Company or of a Designated Subsidiary
as “Eligible Employees”, and (B) to the extent the restrictions in the first sentence in this definition are not consistent
with any applicable local law, such applicable local law shall control.


 


2.13
“Employee” means any individual who renders services to the Company or any Designated Subsidiary in
the status of an employee, and, with respect to the Section 423 Component, a person who is an employee within the meaning of Section
3401(c) of the Code. For purposes of an individual’s participation in, or other rights under the Plan, all determinations
by the Company shall be final, binding and conclusive, notwithstanding that any court of law or governmental agency subsequently
makes a contrary determination. For purposes of the Plan, the employment relationship shall be treated as continuing intact while
the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements
of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three months 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-month period.


 


2.14
“Enrollment Date” means, unless otherwise determined by the Administrator and set forth in the Offering
Document, the first Trading Day of each Offering Period.


 


2.15
“Fair Market Value” means, as of any date, the value of Shares determined as follows: (i) if the Shares
are listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Shares as quoted
on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred,
as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Shares are not traded on
a stock exchange but are quoted on a national market or other quotation system, the closing sales price on such date, or if no
sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall
Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Shares,
the Administrator will determine the Fair Market Value in good faith.


 


2.16
“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 rights to purchase
Shares during an Offering Period may be granted to Eligible Employees that need not satisfy the requirements for rights to purchase
Shares granted pursuant to an “employee stock purchase plan” that are set forth under Section 423 of the Code.


 




    	3



     


    

 


2.17
“Offering” means an offer by the Company under the Plan to Eligible Employees of a right to purchase
Shares 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 of the Company or a Designated Subsidiary shall be deemed a separate
Offering, even if the dates and other terms of the applicable Offering Periods of each such Offering are identical, and the provisions
of the Plan will separately apply to each Offering. To the extent permitted by Treasury Regulation § 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 Treasury Regulation § 1.423-2(a)(2) and (a)(3).


 


2.18
“Offering Document” has the meaning given to such term in Section 4.1.


 


2.19
“Offering Period” has the meaning given to such term in Section 4.1.


 


2.20
“Parent” means any corporation, other than the Company, in an unbroken chain of corporations ending
with the Company if, at the time of the determination, each of the corporations other than the Company owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


2.21
“Participant” means any Eligible Employee who has executed a subscription agreement and been granted
rights to purchase Shares pursuant to the Plan.


 


2.22
“Payday” means the regular and recurring established day for payment of Compensation to an Employee
of the Company or any Designated Subsidiary.


 


2.23
“Plan” means this 2020 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.


 


2.24
“Purchase Date” means the last Trading Day of each Purchase Period (or, in the event no Purchase Period
is designated by the Administrator in the applicable Offering Document, the last day of each Offering Period) or such other date
as determined by the Administrator and set forth in the Offering Document.


 


2.25
“Purchase Period” shall refer to one or more specified periods within an Offering Period the last Trading
Day of which constitutes a Purchase Date, as designated in the applicable Offering Document; provided, however,
that, if no Purchase Period is designated by the Administrator in the applicable Offering Document, the Purchase Period for each
Offering Period covered by such Offering Document shall be the same as the applicable Offering Period.


 


2.26
“Purchase Price” means the purchase price designated by the Administrator in the applicable Offering
Document (which purchase price, for purposes of the Section 423 Component, shall not be less than 85% of the Fair Market Value
of a Share on the Enrollment Date or on the Purchase Date, whichever is lower); provided, however, that, if no purchase
price is designated by the Administrator in the applicable Offering Document, the purchase price for the Offering Periods covered
by such Offering Document shall be 85% of the Fair Market Value of a Share on the Enrollment Date or on the Purchase Date, whichever
is lower; provided, further, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII and
shall not be less than the par value of a Share.


 




    	4



     


    

 


2.27
“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 or any Offering(s), in each case, pursuant to
which rights to purchase Shares during an Offering Period may be granted to Eligible Employees that are intended to satisfy the
requirements for rights to purchase Shares granted pursuant to an “employee stock purchase plan” that are set forth
under Section 423 of the Code.


 


2.28
“Securities Act” means the U.S. Securities Act of 1933, as amended.


 


2.29
“Share” means a share of Common Stock.


 


2.30
“Subsidiary” means any corporation, other than the Company, in an unbroken chain of corporations beginning
with the Company if, at the time of the determination, each of the corporations other than the last corporation in an unbroken
chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain; provided, however, that a limited liability company or partnership may be treated as a Subsidiary to the
extent either (a) such entity is treated as a disregarded entity under Treasury Regulation Section 301.7701-3(a) by reason of
the Company or any other Subsidiary that is a corporation being the sole owner of such entity, or (b) such entity elects to be
classified as a corporation under Treasury Regulation Section 301.7701-3(a) and such entity would otherwise qualify as a Subsidiary.
In addition, with respect to the Non-Section 423 Component, Subsidiary shall include any corporate or non-corporate entity in
which the Company has a direct or indirect equity interest or significant business relationship.


 


2.31
“Trading Day” means a day on which national stock exchanges in the United States are open for trading.


 


Article
III.

SHARES SUBJECT TO THE PLAN


 


3.1
Number of Shares. Subject to Article VIII, the aggregate number of Shares that may be issued pursuant to rights granted
under the Plan shall be 2,000,000 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. Notwithstanding
anything in this Section 3.1 to the contrary, the number of Shares that may be issued or transferred pursuant to the rights granted
under the Section 423 Component of the Plan shall not exceed an aggregate of 2,000,000 Shares, subject to Article VIII.


 


3.2
Shares Distributed. Any Shares distributed pursuant to the Plan may consist, in whole or in part, of authorized and unissued
Shares, treasury shares or Shares purchased on the open market.


 


Article
IV.

Offering Periods; Offering Documents; Purchase Dates


 


4.1
Offering Periods. The Administrator may from time to time grant or provide for the grant of rights to purchase Shares under
the Plan to Eligible Employees during one or more periods (each, an “Offering Period”) selected by the
Administrator. The terms and conditions applicable to each Offering Period shall be set forth in an “Offering Document”
adopted by the Administrator from time to time, which Offering Document shall be in such form and shall contain such terms and
conditions as the Administrator shall deem appropriate and shall be incorporated by reference into and made part of the Plan.
The Administrator shall establish in each Offering Document one or more Purchase Periods within such Offering Period during which
rights granted under the Plan shall be exercised and purchases of Shares carried out in accordance with such Offering Document
and the Plan. The provisions of separate Offerings or Offering Periods under the Plan may be partially or wholly concurrent and
need not be identical.


 




    	5



     


    

 


4.2
Offering Documents. Each Offering Document with respect to an Offering Period shall specify (through incorporation of the
provisions of this Plan by reference or otherwise):


 


(a)
the length of the Offering Period, which period shall not exceed twenty-seven months;


 


(b)
the length of the Purchase Period(s) within the Offering Period, which period(s), in the absence of a contrary designation by
the Administrator, shall not exceed six months (or, in the event no Purchase Period is designated by the Administrator in the
applicable Offering Document, twenty-seven months);


 


(c)
in connection with each Offering Period that contains more than one Purchase Period, any applicable maximum aggregate number of
Shares which may be purchased by any Eligible Employee during each Purchase Period (if applicable), subject to the limitations
described in Section 5.5 below, which shall apply to all Section 423 Component Offering Periods and, in the absence of a contrary
designation by the Administrator, shall be 100,000 Shares;


 


(d)
any applicable maximum number of Shares that may be purchased by any Eligible Employee during such Offering Period (if applicable),
subject to the limitations described in Section 5.5 below, which shall apply to all Section 423 Component Offering Periods and,
in the absence of a contrary designation by the Administrator, shall be 100,000 Shares; and


 


(e)
such other provisions as the Administrator determines are appropriate, subject to the Plan.


 


Article
V.

ELIGIBILITY AND PARTICIPATION


 


5.1
Eligibility. Any Eligible Employee who shall be employed by the Company or a Designated Subsidiary 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 this Article V and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.


 


5.2
Enrollment in Plan.


 


(a)
Except as otherwise set forth herein or in an Offering Document or determined by the Administrator, an Eligible Employee may become
a Participant in the Plan for an Offering Period by delivering a subscription agreement to the Company by such time prior to the
Enrollment Date for such Offering Period (or such other date specified in the Offering Document) designated by the Administrator
and in such form as the Company provides.


 


(b)
Each subscription agreement shall designate a whole percentage of such Eligible Employee’s Compensation to be withheld by
the Company or the Designated Subsidiary employing such Eligible Employee on each Payday during the Offering Period as payroll
deductions under the Plan. The percentage of Compensation designated by an Eligible Employee may not be less than 1% and may not
be more than the maximum percentage specified by the Administrator in the applicable Offering Document (which maximum percentage
shall be 15% in the absence of any such designation) as payroll deductions, provided that, in no event shall the actual
amount withheld on any Payday hereunder exceed the net amount payable to the Eligible Employee on such Payday after taxes and
any other applicable deductions therefrom (and if amounts to be withheld hereunder would otherwise result in a negative payment
to the Eligible Employee on such Payday, the amount to be withheld hereunder shall instead be reduced by the least amount necessary
to avoid a negative payment amount for the Eligible Employee on such Payday, as determined by the Administrator). The payroll
deductions made for each Participant shall be credited to an account for such Participant under the Plan and shall be deposited
with the general funds of the Company.


 




    	6



     


    

 


(c)
Unless otherwise provided in the terms of an Offering Document, a Participant may increase or decrease the percentage of Compensation
designated in his or her subscription agreement, subject to the limits of this Section 5.2, or may suspend his or her payroll
deductions, in any case, at any time during an Offering Period; provided, however, that the Administrator may limit or
eliminate the type and/or number of changes a Participant may make to his or her payroll deduction elections during each Offering
Period in the applicable Offering Document (and in the absence of any specific designation by the Administrator, a Participant
shall be allowed to decrease (but not increase)1 or suspend his or her payroll deduction elections, in either
case, once during each Offering Period). Any such change or suspension of payroll deductions shall be effective with the first
full payroll period starting at least five business days after the Company’s receipt of the new subscription agreement (or
such shorter or longer period as may be specified by the Administrator in the applicable Offering Document). If a Participant
suspends his or her payroll deductions during an Offering Period: (i) such Participant’s cumulative unapplied payroll deductions
prior to the suspension (if any) shall remain in his or her account and shall be applied to the purchase of Shares on the next
occurring Purchase Date, and (ii) such Participant shall be deemed to have withdrawn from the Offering Period for all purposes
upon such Purchase Date (and shall be eligible to enroll in any Offering Period commencing on or after such Purchase Date if he
or she remains an Eligible Employee as of the start of any such subsequent Offering Period and timely submits a valid election
to participate). For clarity, if a Participant who suspends participation in an Offering Period ceases to be an Eligible Employee
or he or she withdraws from participation in such Offering Period, in either case, prior to the Purchase Date next-following his
or her suspension of participation in the Offering Period, in any case, such Participant’s cumulative unapplied payroll
deductions shall be returned to him or her in accordance with Article VII.


 


(d)
Except as otherwise set forth in herein or in an Offering Document or as otherwise determined by the Administrator, a Participant
may participate in the Plan only by means of payroll deduction and may not make contributions by lump sum payment for any Offering
Period.


 


5.3
Payroll Deductions. Except as otherwise provided herein or in the applicable Offering Document, payroll deductions for
a Participant shall commence on the first Payday following the Enrollment Date and shall end on the last Payday in the Offering
Period to which the Participant’s authorization is applicable, unless sooner terminated by the Participant as provided in
Article VII or suspended by the Participant or the Administrator as provided in Section 5.2 and Section 5.6, respectively. Notwithstanding
any other provisions of the Plan to the contrary, the Administrator may provide, including in any non-U.S. jurisdiction where
participation in the Plan through payroll deductions is prohibited, that Eligible Employees may elect to participate through contributions
to the Participant’s account under the Plan 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 shall take into
consideration any limitations under Section 423 of the Code when applying an alternative method of contribution.


 


5.4
Effect of Enrollment. A Participant’s completion of a subscription agreement or other enrollment in the Offering
Period will enroll such Participant in the Plan for each subsequent Offering Period on the terms contained therein until the Participant
either submits a new subscription agreement, withdraws from participation under the Plan as provided in Article VII or otherwise
becomes ineligible to participate in the Plan.


 








 



1 Note that the ability to increase Compensation deductions
can increase accounting charges – accordingly, we have set the default to only permit decreases in contribution levels during
an Offering Period (but this can be overridden by the terms of the Offering document).


 






    	7



     


    

 


5.5
Limitation on Purchase of Shares. An Eligible Employee may be granted rights under the Section 423 Component only if such
rights, together with any other rights granted to such Eligible Employee under “employee stock purchase plans” of
the Company, any Parent or any Subsidiary, as specified by Section 423(b)(8) of the Code, do not permit such employee’s
rights to purchase stock of the Company or any Parent or Subsidiary to accrue at a rate that exceeds $25,000 of the fair market
value of such stock (determined as of the first day of the Offering Period during which such rights are granted) for each calendar
year in which such rights are outstanding at any time. This limitation shall be applied in accordance with Section 423(b)(8) of
the Code.


 


5.6
Suspension of Payroll Deductions. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8)
of the Code and Section 5.5 (with respect to the Section 423 Component) or the other limitations set forth in this Plan, a Participant’s
payroll deductions may be suspended by the Administrator at any time during an Offering Period. The balance of the amount credited
to the account of each Participant that has not been applied to the purchase of Shares by reason of Section 423(b)(8) of the Code,
Section 5.5 or the other limitations set forth in this Plan shall be paid to such Participant in one lump sum in cash as soon
as reasonably practicable after the Purchase Date.


 


5.7
Foreign Employees. In order to facilitate participation in the Plan, the Administrator may provide for such special terms,
rules and procedures applicable to Participants who are citizens or residents of a foreign jurisdiction, or who are employed by
a Designated Subsidiary outside of the United States, as the Administrator may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Except as permitted by Section 423 of the Code, with respect to the Section 423
Component, such special terms may not be more favorable than the terms of rights granted under the Section 423 Component to Eligible
Employees who are residents of the United States. Such special terms may be set forth in 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 except as otherwise
set forth therein. The adoption of any such appendix or sub-plan shall be pursuant to Section 11.2(f) and any other applicable
provision herein. Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures,
with respect to Participants who are foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular
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.


 


5.8
Leave of Absence. During leaves of absence approved by the Company meeting the requirements of Treasury Regulation Section
1.421-1(h)(2) under the Code, unless otherwise set forth in the terms of an Offering Document, a Participant may continue participation
in the Plan by making cash payments to the Company on his or her normal Payday equal to the Participant’s authorized payroll
deduction.


 




    	8



     


    

 


Article
VI.

grant and Exercise of rights


 


6.1
Grant of Rights. On the Enrollment Date of each Offering Period, each Eligible Employee participating in such Offering
Period shall be granted a right to purchase the maximum number of Shares specified under Section 4.2, subject to the limits in
Section 5.5, and shall have the right to buy, on each Purchase Date during such Offering Period (at the applicable Purchase Price),
such number of whole Shares as is determined by dividing (a) such Participant’s payroll deductions accumulated prior to
such Purchase Date and retained in the Participant’s account as of the Purchase Date, by (b) the applicable Purchase Price
(rounded down to the nearest Share). The right shall expire on the last day of the Offering Period, or if earlier, the date on
which the Participant withdraws in accordance with Section 7.1 or Section 7.3.


 


6.2
Exercise of Rights. On each Purchase Date, each Participant’s accumulated payroll deductions and any other additional
payments specifically provided for herein or in the applicable Offering Document will be applied to the purchase of whole Shares,
up to the maximum number of Shares permitted pursuant to the terms of the Plan and the applicable Offering Document, at the Purchase
Price. No fractional Shares shall be issued upon the exercise of rights granted under the Plan, unless the Offering Document specifically
provides otherwise. Any cash in lieu of fractional Shares remaining after the purchase of whole Shares upon exercise of a purchase
right will be credited to a Participant’s account and carried forward and applied toward the purchase of whole Shares for
the next following Offering Period. Shares issued pursuant to the Plan may be evidenced in such manner as the Administrator may
determine and may be issued in certificated form or issued pursuant to book-entry procedures.


 


6.3
Pro Rata Allocation of Shares. If the Administrator determines that, on a given Purchase Date, the number of Shares with
respect to which rights are to be exercised may exceed (a) the number of Shares that were available for issuance under the Plan
on the Enrollment Date of the applicable Offering Period, or (b) the number of Shares available for issuance under the Plan on
such Purchase Date, the Administrator may in its sole discretion provide that the Company shall make a pro rata allocation of
the Shares available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine in its sole discretion to be equitable among all Participants for whom rights to purchase
Shares are to be exercised pursuant to this Article VI on such Purchase Date, and shall either (i) continue all Offering Periods
then in effect, or (ii) terminate any or all Offering Periods then in effect pursuant to Article IX. The Company may make pro
rata allocation of the Shares available on the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence,
notwithstanding any authorization of additional Shares for issuance under the Plan by the Company’s stockholders subsequent
to such Enrollment Date. The balance of the amount credited to the account of each Participant that has not been applied to the
purchase of Shares shall be paid to such Participant without interest in one lump sum in cash as soon as reasonably practicable
after the Purchase Date, or such earlier date as determined by the Administrator.


 


6.4
Withholding. At the time a Participant’s rights under the Plan are exercised, in whole or in part, or at the time
some or all of the Shares issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s
federal, state, or other tax withholding obligations, if any, that arise upon the exercise of the right or the disposition of
the Shares. At any time, the Company may, but shall not be obligated to, withhold from the Participant’s compensation or
Shares received pursuant to the Plan the amount necessary for the Company to meet applicable withholding obligations, including
any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition
of Shares by the Participant.


 


6.5 Conditions
to Issuance of Shares. The Company shall not be required to issue or deliver any certificate or certificates for, or make
any book entries evidencing, Shares purchased upon the exercise of rights under the Plan prior to fulfillment of all of the
following conditions: (a) the admission of such Shares to listing on all stock exchanges, if any, on which the Shares are
then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or
under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, that
the Administrator shall, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other
clearance from any state or federal governmental agency that the Administrator shall, in its absolute discretion, determine
to be necessary or advisable; (d) the payment to the Company of all amounts that it is required to withhold under federal,
state or local law upon exercise of the rights, if any; and (e) the lapse of such reasonable period of time following the
exercise of the rights as the Administrator may from time to time establish for reasons of administrative
convenience.


 




    	9



     


    

 


Article
VII.

WITHDRAWAL; CESSATION OF ELIGIBILITY


 


7.1
Withdrawal. A Participant may withdraw all but not less than all of the payroll deductions credited to his or her account
and not yet used to exercise his or her rights under the Plan at any time by giving written notice to the Company in a form acceptable
to the Company no later than two weeks prior to the end of the then-applicable Purchase Period (or such shorter or longer period
as may be specified by the Administrator in the applicable Offering Document). All of the Participant’s payroll deductions
credited to his or her account during such Purchase Period and not yet used to exercise rights under the Plan shall be paid to
such Participant as soon as reasonably practicable after receipt of notice of withdrawal, such Participant’s rights for
the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of Shares shall be made
for such Offering Period. If a Participant withdraws from an Offering Period (including by virtue of a suspension as described
in Section 5.2(c) above), payroll deductions shall not resume at the beginning of any subsequent Offering Period unless the Participant
is an Eligible Employee and timely delivers to the Company a new subscription agreement by the applicable enrollment deadline
for any such subsequent Offering Period, as determined by the Administrator.


 


7.2
Future Participation. A Participant’s withdrawal from an Offering Period shall not have any effect upon his or her
eligibility to participate in any similar plan that may hereafter be adopted by the Company or a Designated Subsidiary or in any
subsequent Offering Period that commences on or after the Participant’s withdrawal from any Offering Period.


 


7.3
Cessation of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee for any reason, he or she shall
be deemed to have elected to withdraw from the Plan pursuant to this Article VII and the payroll deductions credited to such Participant’s
account during the then-current Purchase Period shall be paid to such Participant or, in the case of his or her death, to the
Participant’s Designated Beneficiary, as soon as reasonably practicable, and such Participant’s rights for the Offering
Period shall be automatically terminated. For clarity, if a Participant transfers employment from the Company or any Designated
Subsidiary participating in either the Section 423 Component or Non-Section 423 Component to any Designated Subsidiary that is
neither participating in the Section 423 Component nor the Non-Section 423 Component, then, in any case, such transfer shall be
treated as a termination of employment under the Plan and the Participant shall be deemed to have withdrawn from the Plan pursuant
to this Article VII and the payroll deductions credited to such Participant’s account during the then-current Purchase Period
shall be paid to such Participant or, in the case of his or her death, to the Participant’s Designated Beneficiary, as soon
as reasonably practicable, and such Participant’s participation in the Offering Period shall be automatically terminated.
If a Participant transfers employment from the Company or any Designated Subsidiary participating in the Section 423 Component
to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer shall not be treated as a termination
of employment under the Plan, but the Participant shall immediately cease to participate in the Section 423 Component; however,
any contributions made for the then-current Purchase Period in which such transfer occurs shall be transferred to the Non-Section
423 Component, and such Participant 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
Subsidiary participating in the Non-Section 423 Component to the Company or any Designated Subsidiary participating in the Section
423 Component shall not be treated as terminating the Participant’s employment under the Plan 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 entities
participating in the Section 423 Component and the Non-Section 423 Component, consistent with the applicable requirements of Section
423 of the Code or other Applicable Law.


 




    	10



     


    

 


Article
VIII.

Adjustments upon Changes in SHARES


 


8.1
Changes in Capitalization. Subject to Section 8.3, in the event that the Administrator determines that any dividend or
other distribution (whether in the form of cash, Shares, other securities, or other property), change in control, reorganization,
merger, amalgamation, consolidation, combination, repurchase, redemption, recapitalization, liquidation, dissolution, or sale,
transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares
or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company,
or other similar corporate transaction or event, as determined by the Administrator, affects the Shares such that an adjustment
is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended by the Company to be made available under the Plan or with respect to any outstanding purchase rights under
the Plan, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (a) the aggregate
number and type of Shares (or other securities or property) that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Section 3.1 and the limitations established in each Offering Document pursuant to Section 4.2
on the maximum number of Shares that may be purchased); (b) the class(es) and number of Shares and price per Share subject to
outstanding rights; and (c) the Purchase Price with respect to any outstanding rights.


 


8.2
Other Adjustments. Subject to Section 8.3, in the event of any transaction or event described in Section 8.1 or any unusual
or nonrecurring transactions or events affecting the Company, any affiliate of the Company, or the financial statements of the
Company or any affiliate, or of changes in Applicable Law or accounting principles, the Administrator, in its discretion, and
on such terms and conditions as it deems appropriate, is hereby authorized to take any one or more of the following actions whenever
the Administrator determines that such action is appropriate in order to prevent the dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan or with respect to any right under the Plan, to facilitate such
transactions or events or to give effect to such changes in laws, regulations or principles:


 


(a)
To provide for either (i) termination of any outstanding right in exchange for an amount of cash, if any, equal to the amount
that would have been obtained upon the exercise of such right had such right been currently exercisable or (ii) the replacement
of such outstanding right with other rights or property selected by the Administrator in its sole discretion;


 


(b)
To provide that the outstanding rights under the Plan shall be assumed by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar rights covering the stock of the successor or survivor corporation,
or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;


 




    	11



     


    

 


(c)
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding rights under the
Plan and/or in the terms and conditions of outstanding rights and rights that may be granted in the future;


 


(d)
To provide that Participants’ accumulated payroll deductions may be used to purchase Shares prior to the next occurring
Purchase Date on such date as the Administrator determines in its sole discretion and the Participants’ rights under the
ongoing Offering Period(s) shall be terminated; and


 


(e)
To provide that all outstanding rights shall terminate without being exercised.


 


8.3
No Adjustment Under Certain Circumstances. Unless determined otherwise by the Administrator, no adjustment or action described
in this Article VIII or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would
cause the Section 423 Component of the Plan to fail to satisfy the requirements of Section 423 of the Code.


 


8.4
No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision
or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares
of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except
as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number of Shares subject to outstanding rights under the Plan or the Purchase Price
with respect to any outstanding rights.


 


Article
IX.

Amendment, modification and termination


 


9.1
Amendment, Modification and Termination. The Administrator may amend, suspend or terminate the Plan at any time and from
time to time; provided, however, that approval of the Company’s stockholders shall be required to amend the Plan
to increase the aggregate number, or change the type, of shares that may be sold pursuant to rights under the Plan under Section
3.1 (other than an adjustment as provided by Article VIII) or as may otherwise be required under Section 423 of the Code.


 


9.2
Certain Changes to Plan. Without stockholder consent and without regard to whether any Participant rights may be considered
to have been adversely affected (and, with respect to the Section 423 Component of the Plan, after taking into account Section
423 of the Code), the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes
in the amount withheld from Compensation during an Offering Period, establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order
to adjust for delays or mistakes in the Company’s processing of withholding elections, establish reasonable waiting and
adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for
each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other
limitations or procedures as the Administrator determines in its sole discretion to be advisable that are consistent with the
Plan.


 




    	12



     


    

 


9.3
Actions In the Event of Unfavorable Financial Accounting Consequences. In the event the Administrator determines that the
ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion
and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including,
but not limited to:


 


(a)
altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase
Price;


 


(b)
shortening any Offering Period so that the Offering Period ends on a new or earlier Purchase Date, including an Offering Period
underway at the time of the Administrator action;


 


(c)
allocating Shares; and


 


(d)
such other changes and modifications as the Administrator determines are necessary or appropriate.


 


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


 


9.4
Payments Upon Termination of Plan. 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, or if the Administrator so determines,
the Offering Period may be shortened so that the purchase of Shares occurs prior to the termination of the Plan.


 


Article
X.

TERM OF PLAN


 


The
Plan shall become effective immediately prior to the Business Combination to be effected by the Company and shall continue until
terminated by the Board in accordance with Section 9.1. The effectiveness of the Plan shall be subject to approval of the Plan
by the Company’s stockholders within twelve months following the date the Plan is first approved by the Board. No right
may be granted under the Plan prior to such stockholder approval. No rights may be granted under the Plan during any period of
suspension of the Plan or after termination of the Plan.


 


Article
XI.

ADMINISTRATION


 


11.1
Administrator. Unless otherwise determined by the Board, the Administrator of the Plan shall be the Compensation Committee
of the Board (or another committee or a subcommittee of the Board to which the Board delegates administration of the Plan). The
Board may at any time vest in the Board any authority or duties for administration of the Plan. The Administrator may delegate
administrative tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including
establishing and maintaining an individual securities account under the Plan for each Participant.


 


11.2
Authority of Administrator. The Administrator shall have the power, subject to, and within the limitations of, the express
provisions of the Plan:


 


(a)
To determine when and how rights to purchase Shares shall be granted and the provisions of each offering of such rights (which
need not be identical).


 


(b)
To designate from time to time which Subsidiaries of the Company shall be Designated Subsidiaries, which designation may be made
without the approval of the stockholders of the Company.


 




    	13



     


    

 


(c)
To impose a mandatory holding period pursuant to which Participants may not dispose of or transfer Shares purchased under the
Plan for a period of time determined by the Administrator in its discretion.


 


(d)
To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its
administration. The Administrator, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan,
in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.


 


(e)
To amend, suspend or terminate the Plan as provided in Article IX or otherwise.


 


(f)
Generally, to exercise such powers and to perform such acts as the Administrator deems necessary or expedient to promote the best
interests of the Company and its Subsidiaries and to carry out the intent that the Plan be treated as an “employee stock
purchase plan” within the meaning of Section 423 of the Code for the Section 423 Component.


 


(g)
The Administrator may adopt annexes or sub-plans applicable to particular Designated Subsidiaries or locations, which annexes
or sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such annexes or sub-plans may take
precedence over other provisions of this Plan, with the exception of Section 3.1 hereof, but unless otherwise superseded by the
terms of such annex or sub-plan, the provisions of this Plan shall govern the operation of such annex or sub-plan.


 


11.3
Decisions Binding. The Administrator’s interpretation of the Plan, any rights granted pursuant to the Plan, any subscription
agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive
on all parties.


 


Article
XII.

MISCELLANEOUS


 


12.1
Restriction upon Assignment. A right 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. Except in the case of a Participant’s death, a right under the Plan may not be exercised
to any extent except by the Participant. The Company shall not recognize and shall be under no duty to recognize any assignment
or alienation of the Participant’s interest in the Plan, the Participant’s rights under the Plan or any rights thereunder.


 


12.2
Rights as a Stockholder. With respect to Shares subject to a right granted under the Plan, no Participant or Designated
Beneficiary shall be deemed to be a stockholder of the Company, and no Participant or Designated Beneficiary shall have any of
the rights or privileges of a stockholder, until such Shares have been issued to the Participant or the Designated Beneficiary
following exercise of the Participant’s rights under the Plan. No adjustments shall be made for dividends (ordinary or extraordinary,
whether in cash securities, or other property) or distribution or other rights for which the record date occurs prior to the date
of such issuance, except as otherwise expressly provided herein or as determined by the Administrator.


 


12.3
Interest. No interest shall accrue on the payroll deductions or contributions of a Participant under the Plan.


 




    	14



     


    

 


12.4
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.


 


12.5
Equal Rights and Privileges. Subject to Section 5.7, all Eligible Employees will have equal rights and privileges under
the Section 423 Component so that the Section 423 Component of this Plan qualifies as an “employee stock purchase plan”
within the meaning of Section 423 of the Code. Subject to Section 5.7, any provision of the Section 423 Component that is inconsistent
with Section 423 of the Code will, without further act or amendment by the Company, the Board or the Administrator, 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 other Eligible Employees participating in the Non-Section
423 Component or as Eligible Employees participating in the Section 423 Component.


 


12.6
Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.


 


12.7
Reports. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts
of payroll deductions, the Purchase Price, the number of Shares purchased and the remaining cash balance, if any.


 


12.8
No Employment Rights. Nothing in the Plan shall be construed to give any person (including any Eligible Employee or Participant)
the right to employment or service (or to remain in the employ or service) with the Company or any Parent or Subsidiary or affect
the right of the Company or any Parent or Subsidiary to terminate the employment or service of any person (including any Eligible
Employee or Participant) at any time, with or without cause.


 


12.9
Notice of Disposition of Shares. Each Participant shall give prompt notice to the Company of any disposition or other transfer
of any Shares purchased upon exercise of a right under the Section 423 Component of the Plan if such disposition or transfer is
made: (a) within two years from the Enrollment Date of the Offering Period in which the Shares were purchased or (b) within one
year after the Purchase Date on which such Shares were purchased. Such notice shall specify the date of such disposition or other
transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Participant
in such disposition or other transfer.


 


12.10
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, Designated Beneficiary
or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Offering Period, and
such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in
his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company
will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been
or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost
or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s
approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.


 


12.11
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or
otherwise transferring any Shares or other Company securities during a period of up to 180 days following the effective date of
a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.


 




    	15



     


    

 


12.12
Data Privacy. As a condition for participation in the Plan, each Participant explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company
and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation
in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including
the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification
number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and participation
details, to implement, manage and administer the Plan and any Offering Period(s) (the “Data”). The Company
and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage
a Participant’s participation in the Plan and any Offering Period(s), and the Company and its Subsidiaries and affiliates
may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients
may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy
laws and protections than the recipients’ country. By participating in any Offering Period under the Plan, each Participant
authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement,
administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other
third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be
held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant
may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage
and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant
or refuse or withdraw the consents in this Section 12.12 in writing, without cost, by contacting the local human resources representative.
If the Participant refuses or withdraws the consents in this Section 12.12, and the Company may cancel Participant’s ability
to participate in the Plan or any Offering Period(s). For more information on the consequences of refusing or withdrawing consent,
Participants may contact their local human resources representative.


 


12.13
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or
invalid provisions had been excluded, and the illegal or invalid action will be null and void.


 


12.14
Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the
Plan’s text, rather than such titles or headings, will control.


 


12.15
Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with
Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Offering Periods will be administered only
in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Offering Periods will be deemed amended
as necessary to conform to Applicable Laws.


 


12.16
Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under
any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary
except as expressly provided in writing in such other plan or an agreement thereunder.


 


12.17
Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced in accordance with
the laws of the State of Delaware, disregarding any state’s choice of law principles requiring the application of a jurisdiction’s
laws other than the State of Delaware.


 


12.18
Electronic Forms. To the extent permitted by Applicable Law and in the discretion of the Administrator, an Eligible Employee
may submit any form or notice as set forth herein by means of an electronic form approved by the Administrator. Before the commencement
of an Offering Period, the Administrator shall prescribe the time limits within which any such electronic form shall be submitted
to the Administrator with respect to such Offering Period in order to be a valid election.


 


*
* * * *


 






    	16