Exhibit 10.8


 


Squarespace,
Inc.


 


2017
Equity Incentive Plan


 


Adopted
by the Board of Directors: November 17, 2017

Approved by the Stockholders: November 28, 2017


 


		1.	General.



 


(a)              
Successor to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Company's Amended
and Restated 2008 Equity Incentive Plan (the "Prior Plan"). From and after 12:01 a.m. Eastern time on the Effective
Date, no additional awards will be granted under the Prior Plan. All Awards granted on or after 12:01 a.m. Eastern Time on the Effective
Date will be granted under this Plan. All awards granted under the Prior Plan will remain subject to the terms of the Prior Plan.


 


(i)                
Any shares of the Company's Class B Common Stock that would otherwise remain available for future grants under the Prior Plan
as of 12:01 a.m. Eastern Time on the Effective Date (the "Prior Plan's Available Reserve") will cease to be available
under the Prior Plan at such time. Instead, that number of shares of Common Stock equal to the Prior Plan's Available Reserve will be
added to the Share Reserve (as further described in Section 3(a) below) and will be immediately available for grants and issuance pursuant
to Stock Awards hereunder, up to the maximum number set forth in Section 3(a) below.


 


(ii)             
In addition, from and after 12:01 a.m. Eastern time on the Effective Date, any shares of the Company's Class B Common Stock
subject, at such time, to outstanding stock awards granted under the Prior Plan that (i) expire or terminate for any reason prior to exercise
or settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or otherwise
return to the Company; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an
award or to satisfy the purchase price or exercise price of a stock award (such shares the "Returning Shares")
will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Returning Shares,
up to the maximum number set forth in Section 3(a) below.


 


(b)             
Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.


 


(c)              
Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock
Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards,
(vii) Performance Cash Awards, and (viii) Other Stock Awards.


 


(d)            Purpose.
The Plan, through the grant of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide
incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and provide a means by which the
eligible recipients may benefit from increases in value of the Common Stock.


 






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		2.	Administration.



 


(a)              
Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee
or Committees, as provided in Section 2(c).


 


(b)              
Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)                
To determine: (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted;
(D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive
cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the
Fair Market Value applicable to a Stock Award.


 


(ii)             
To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for
administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in
the Plan or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary
or expedient to make the Plan or Award fully effective.


 


(iii)            
To settle all controversies regarding the Plan and Awards granted under it.


 


(iv)            
To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares
of Common Stock may be issued in settlement thereof).


 


(v)              
To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or
termination of the Plan will not materially impair a Participant's rights under the Participant's then-outstanding Award without the Participant's
written consent, except as provided in subsection (viii) below.


 


(vi)              To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating
to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan or
Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or ensuring that they are exempt
from, or compliant with, the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the
limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in Section
9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A)
materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of
individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the
Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially
extends the term of the Plan, or (F) materially expands the types of Awards available for issuance under the Plan. Except as
otherwise provided in the Plan or an Award Agreement, no amendment of the Plan will materially impair a Participant's rights under
an outstanding Award without the Participant's written consent.


 


(vii)          
To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended
to satisfy the requirements of Section 422 of the Code regarding "incentive stock options."


 






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(viii)       
To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but
not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject
to any specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant's rights under
any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B)
such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant's rights will not be deemed to have been impaired
by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair
the Participant's rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more
Awards without the affected Participant's consent (A) to maintain the qualified status of the Award as an Incentive Stock Option under
Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Award solely
because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner
of exemption from, or to bring the Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or
listing requirements.


 


(ix)           Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company
and that are not in conflict with the provisions of the Plan or Awards.


 


(x)             To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants
who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications
to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).


 


(xi)            
To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price
of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1)
Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable
consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number
of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company;
or (C) any other action that is treated as a repricing under generally accepted accounting principles.


 


(c)              
Delegation to Committee.


 


(i)                
 General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration
of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any
of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be construed
as being to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not
inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Board may retain
the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers
previously delegated.


 


(d)             
Delegation to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following
(i) designate Employees to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and,
to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common Stock to be subject
to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify
the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not
grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most recently approved
for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may
not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the
Fair Market Value pursuant to Section 13(w)(iii) below.


 


(e)              
Effect of Board's Decision. All determinations, interpretations and constructions made by the Board in good faith will not
be subject to review by any person and will be final, binding and conclusive on all persons.


 






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		3.	Shares Subject to the Plan.



 


(a)              
Share Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock
that may be issued pursuant to Stock Awards will not exceed 19,685,195 shares (the "Share Reserve"), which number
is the sum of (i) 5,002,434 new shares, plus (ii) the number of shares subject to the Prior Plan's Available Reserve, plus (iii)
the number of shares that are Returning Shares, as such shares become available from time to time.


 


(b)              Reversion
of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the
shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather
than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock
that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back
to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the
Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the
Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for
the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.


 


(c)              
Incentive Stock Option Limit. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate
maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 40,000,000 shares
of Common Stock.


 


(d)             
Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the open market or otherwise.


 


		4.	Eligibility.



 


(a)              Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a "parent corporation"
or "subsidiary corporation" thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other
than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may
not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any "parent" of the Company,
as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Stock Awards is treated as "service
recipient stock" under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction
such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are
otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has determined that such
Stock Awards comply with the distribution requirements of Section 409A of the Code.


 


(b)             
Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price
of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of
five years from the date of grant.


 






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		5.	Provisions Relating to Options and Stock Appreciation Rights.



 


Each Option or SAR will be
in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive
Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates
will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as
an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify
as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The
provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through
incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following
provisions:


 


(a)              
 Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after
the expiration of ten years from the date of its grant or such shorter period specified in the Award Agreement.


 


(b)              
Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price
of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date
the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100%
of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution
for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section
409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.


 


(c)              
Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid,
to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of
payment set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment
(or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular
method of payment. The permitted methods of payment are as follows:


 


(i)                
by cash, check, bank draft or money order payable to the Company;


 


(ii)             
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance
of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions
to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)            
by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)            
if an Option is a Nonstatutory Stock Option, by a "net exercise" arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not
exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant
to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to
be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A)
shares issuable upon exercise are used to pay the exercise price pursuant to the "net exercise," (B) shares are delivered to
the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or


 


(v)              
in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 






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(d)              Exercise
and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in
compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable
on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date
of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the
Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the
aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such
date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of
consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR.


 


(e)               
Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability
of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions
on the transferability of Options and SARs will apply:


 


(i)                
Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution
(or pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant.
The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as
explicitly provided in Section 5(e)(iv) or elsewhere in the Plan, neither an Option nor a SAR may be transferred for consideration.


 


(ii)             
Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred
pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as
permitted by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a
Nonstatutory Stock Option as a result of such transfer.


 


(iii)           
Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering
written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the death
of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting
from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant's
estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.
However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation
would be inconsistent with the provisions of applicable laws.


 


(iv)            
Exempted Transfers. Notwithstanding anything to the contrary in this Plan or this Section 5(e), the transfer and assignment
restrictions set forth in this Section 5(e) shall not apply to any transfer or assignment of shares of Common Stock issued pursuant to,
or upon exercise of, a Stock Award that are no longer subject to forfeiture to the Company as a result of the vesting of such Stock Award,
if such transfer or assignment is an Exempt Transfer (as defined in the Stockholders Agreement).


 


(f)               
 Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable
in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time
or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board
may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to
any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.


 






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(g)              
Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between
the Participant and the Company, if a Participant's Continuous Service terminates (other than upon the Participant's death or Disability),
the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the
date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date that is 90 days following the
termination of the Participant's Continuous Service (or such longer or shorter period specified in the applicable Award Agreement), and
(ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service,
the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.


 


(h)             
Extension of Termination Date. If the exercise of an Option or SAR following the termination of the Participant's Continuous
Service (other than upon the Participant's death or Disability) would be prohibited at any time solely because the issuance of shares
of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier
of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period
after the termination of the Participant's Continuous Service during which the exercise of the Option or SAR would not be in violation
of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.
In addition, unless otherwise provided in a Participant's Award Agreement, if the sale of any Common Stock received on exercise of an
Option or SAR following the termination of the Participant's Continuous Service would violate the Company's insider trading policy, then
the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the
applicable post-termination exercise period after the termination of the Participant's Continuous Service during which the sale of the
Common Stock received upon exercise of the Option or SAR would not be in violation of the Company's insider trading policy, or (ii) the
expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.


 


(i)                 Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and
the Company, if a Participant's Continuous Service terminates as a result of the Participant's Disability, the Participant may
exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of
termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following
such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration
of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant
does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(j)               
Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if (i) a Participant's Continuous Service terminates as a result of the Participant's death, or (ii) the Participant
dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant's Continuous
Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise
such Option or SAR as of the date of death) by the Participant's estate, by a person who acquired the right to exercise the Option or
SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant's death, but only within the
period ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period specified in the
Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant's
death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(k)             
Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor
Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six months
following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the
Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which
such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant's retirement
(as such term may be defined in the Participant's Award Agreement in another agreement between the Participant and the Company, or, if
no such definition, in accordance with the Company's then current employment policies and guidelines), the vested portion of any Options
and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that
any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or
her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that
any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award
will be exempt from the employee's regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby
incorporated by reference into such Stock Award Agreements.


 






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		6.	Provisions of Stock Awards other than Options and SARS.



 


(a)               Restricted
Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board
will deem appropriate. To the extent consistent with the Company's bylaws, at the Board's election, shares of Common Stock may be
(x) held in book entry form subject to the Company's instructions until any restrictions relating to the Restricted Stock Award
lapse; or (y) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The
terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate
Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through
incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following
provisions:


 


(i)              
Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable
to the Company, (B) past or future services to the Company or an Affiliate, or (C) any other form of legal consideration that may be acceptable
to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)            
Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company
in accordance with a vesting schedule to be determined by the Board.


 


(iii)           
Termination of Participant's Continuous Service. If a Participant's Continuous Service terminates, the Company may receive
through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant that have not vested
as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)            
Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by
the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine
in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the
Restricted Stock Award Agreement.


 


(v)             
Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the
same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)             
Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and
conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time
to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock
Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance
of each of the following provisions:


 


(i)               
Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to
be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to
be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of
legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)             
Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 






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(iii)           
 Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any
combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award
Agreement.


 


(iv)            
Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may
impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted
Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)              
Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock
Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board,
such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner
as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents
will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.


 


(vi)             
Termination of Participant's Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award
Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant's termination of
Continuous Service.


 


(c)              
Performance Awards.


 


(i)                
Performance Stock Awards. A Performance Stock Award is a Stock Award (covering a number of shares not in excess of that set
forth in Section 3(d) above) that is payable (including that may be granted, may vest or may be exercised) contingent upon the attainment
during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the Participant's completion
of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance
Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the
Committee or the Board, in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement,
the Board (or Committee, as the case may be) may determine that cash may be used in payment of Performance Stock Awards.


 


(ii)              Performance
Cash Awards. A Performance Cash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d) above)
that is payable contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award
may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance Cash Award, the
length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and
to what degree such Performance Goals have been attained will be conclusively determined by the Committee or the Board in its sole
discretion. The Board (or Committee, as the case may be) may specify the form of payment of Performance Cash Awards, which may be
cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion
thereof as the Board (or Committee, as the case may be) may specify, to be paid in whole or in part in cash or other property.


 






    9 


     


    

 



 


(iii)           
Board Discretion. The Board (or Committee, as the case may be) retains the discretion to reduce or eliminate the compensation
or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects
to use for a Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the
degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.


 


(d)             
Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock,
including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the
Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under
Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete
authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares
of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions
of such Other Stock Awards.


 


		7.	Covenants of the Company.



 


(a)              
Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required
to satisfy then-outstanding Awards.


 


(b)             
Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency, as necessary, such authority
as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Stock Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act or other securities or applicable
laws, the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts
and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for
the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved
from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Stock Awards unless and until such authority
is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant
to the Award if such grant or issuance would be in violation of any applicable law.


 


(c)              
No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder
as to the tax treatment or time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to
warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not
be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.


 






    10


     


    

 


		8.	Miscellaneous.



 


(a)              
Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute
general funds of the Company.


 


(b)             
Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant
will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that
the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms
(e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant
documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will
control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.


 


(c)              
Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of,
or the issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to
such Award has been entered into the books and records of the Company.


 


(d)             
No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder
or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or
an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate
(i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms
of such Consultant's agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company
or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate
is domiciled or incorporated, as the case may be.


 


(e)              
Change in Time Commitment. In the event a Participant's regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and
the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the
date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in
the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of
such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable
to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is
so reduced or extended.


 


(f)               
 Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of
Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does
not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the
order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).


 






    11


     


    

 


(g)              
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Award, (i) to give written assurances satisfactory to the Company as to the Participant's knowledge and experience in financial and
business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced
in financial and business matters and that such Participant is capable of evaluating, alone or together with the purchaser representative,
the merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Award for the Participant's own account and not with any present intention of selling or otherwise
distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative
if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently
effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel
for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate
in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(h)             
Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy
any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such
means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued
or otherwise issuable to the Participant in connection with the Award; provided, however, that no shares of Common Stock are withheld
with a value exceeding the maximum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification
of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding
payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.


 


(i)                
Electronic Delivery. Any reference herein to a "written" agreement or document will include any agreement or document
delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company's intranet
(or other shared electronic medium controlled and/or established by the Company to which the Participant has access).


 


(j)                Deferrals. To
the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the
payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with
Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is
still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine
when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant's
termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in
accordance with applicable law.


 


(k)             
Compliance with Section 409A of the Code. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award
Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt
from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines
that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing
such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code,
and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into
the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise),
if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes "deferred compensation"
under Section 409A of the Code is a "specified employee" for purposes of Section 409A of the Code, no distribution or payment
of any amount that is due because of a "separation from service" (as defined in Section 409A of the Code without regard to alternative
definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant's "separation
from service" (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date
of the Participant's death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and
any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on
the original schedule.


 


(l)                
Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that
the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company's
securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable
law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines
necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock
or other cash or property upon the occurrence of an event constituting Cause. No recovery of compensation under such a clawback policy
will be an event giving rise to a right to resign for "good reason" or "constructive termination" (or similar term)
under any agreement with the Company.


 






    12


     


    

 


		9.	Adjustments upon Changes in Common Stock; Other Corporate Events.



 


(a)              
 Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum
number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and
maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iv) the
class(es) and maximum number of securities that may be awarded to any person pursuant to Sections 3(d), and (v) the class(es) and number
of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination
will be final, binding and conclusive.


 


(b)             
Dissolution. Except as otherwise provided in the Stock Award Agreement, in the event of a Dissolution of the Company, all outstanding
Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition
or the Company's right of repurchase) will terminate immediately prior to the completion of such Dissolution, and the shares of Common
Stock subject to the Company's repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company
notwithstanding the fact that the holder of such Stock Award is providing Continuous Service; provided, however, that the Board
may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase
or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the Dissolution is completed but contingent
on its completion.


 


(c)              
Transaction. The following provisions shall apply to Stock Awards in the event of a Transaction unless otherwise provided in
the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless
otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding
any other provision of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon
the closing or completion of the Transaction:


 


(i)                
arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent company)
to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction);


 


(ii)             
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued
pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent
company);


 


(iii)           
accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may
be exercised) to a date prior to the effective time of such Transaction as the Board shall determine (or, if the Board shall not determine
such a date, to the date that is five days prior to the effective date of the Transaction), with such Stock Award terminating if not exercised
(if applicable) at or prior to the effective time of the Transaction;


 


(iv)            
 arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to
the Stock Award;


 


(v)              
cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective
time of the Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
and


 


(vi)            
make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property
the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Transaction, over
(B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value
of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment
of consideration to the holders of Common Stock in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks
or other contingencies.


 


The Board need not take the
same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different
actions with respect to the vested and unvested portions of a Stock Award.


 


(d)             
Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change
in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between
the Company or any Affiliate and the Participant.


 






    13


     


    

 


		10.	Plan Term; Earlier Termination or Suspension of the Plan.



 


The Board may suspend or terminate
the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the Effective Date. No Awards may be granted
under the Plan while the Plan is suspended or after it is terminated.


 


		11.	Existence of the Plan; Timing of First Grant or Exercise.



 


The Plan will come into existence
on the Effective Date. In addition, no Stock Award will be exercised (or, in the case of a Restricted Stock Award, Restricted Stock Unit
Award, Performance Stock Award, or Other Stock Award, no Stock Award will be granted) and no Performance Cash Award will be settled unless
and until the Plan has been approved by the stockholders of the Company, which approval will be within 12 months after the date the Plan
is adopted by the Board.


 


		12.	Choice of Law.



 


The law of the State of Delaware
will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state's conflict
of laws rules.


 


		13.	Definitions.
                                            As used in the Plan, the following definitions
                                            will apply to the capitalized terms indicated below:



 


(a)              
 "Affiliate" means, at the time of determination, any "parent"
or "subsidiary" of the Company as such terms are defined in Rule 405 of the Securities Act. The Board will have the authority
to determine the time or times at which "parent" or "subsidiary" status is determined within the foregoing definition.


 


(b)             
"Award" means a Stock Award or a Performance Cash Award.


 


(c)             "Award
Agreement" means a written agreement between the Company and a Participant evidencing
the terms and conditions of an Award.


 


(d)             
"Board" means the Board of Directors of the Company.


 


(e)              
"Capital Stock" means each and every class of common stock of the Company,
regardless of the number of votes per share.


 


(f)               
"Capitalization Adjustment" means any change that is made in, or other
events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without
the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination
of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in
Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding
the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


 






    14


     


    

 


(g)              
"Change in Control" means the occurrence, in a single transaction or
in a series of related transactions, of any one or more of the following events:


 


(i)                 any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar
transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of
securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other Exchange Act Person that acquires the Company's securities in a transaction or series of related
transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on
account of the acquisition of securities of the Company by any individual who is, on the Effective Date, either an executive officer
or a Director (either, an "Investor") and/or any entity in which an Investor has a direct or indirect
interest (whether in the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively,
the "Entities") or on account of the Entities continuing to hold shares that come to represent more than 50%
of the combined voting power of the Company's then outstanding securities as a result of the conversion of any class of the
Company's securities into another class of the Company's securities having a different number of votes per share pursuant to the
conversion provisions set forth in the Company's Amended and Restated Certificate of Incorporation; or (D) solely because the level
of Ownership held by any Exchange Act Person (the "Subject Person") exceeds the designated percentage
threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company
reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the
Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the
percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a
Change in Control will be deemed to occur;


 


(ii)             there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the
consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,
directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power
of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting
power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same
proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; provided,
however, that a merger, consolidation or similar transaction will not constitute a Change in Control under this prong of the definition
if the outstanding voting securities representing more than 50% of the combined voting power of the surviving Entity or its parent are
owned by the Entities;


 


(iii)           
there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities
of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities
of the Company immediately prior to such sale, lease, license or other disposition; provided, however, that a sale, lease, exclusive
license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries will not constitute
a Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined
voting power of the acquiring Entity or its parent are owned by the Entities;


 


(iv)            
the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company,
or a complete dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation; or


 


(v)              
individuals who, on the date the Plan is adopted by the Board, are members of the Board (the "Incumbent Board")
cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment
or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the
Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.


 






    15


     


    

 


Notwithstanding the
foregoing definition or any other provision of the Plan, the term Change in Control will not include a sale of assets, merger or
other transaction effected exclusively for the purpose of changing the domicile of the Company and the definition of Change in
Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will
supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition
of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition will
apply.


 


(h)             
"Code" means the Internal Revenue Code of 1986, as amended, including
any applicable regulations and guidance thereunder.


 


(i)               "Committee"
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance
with Section 2(c).


 


(j)               
"Common Stock" means, as of the Effective Date, the Class A Common Stock
of the Company, par value $0.0001 per share.


 


(k)             
"Company" means Squarespace, Inc., a Delaware corporation.


 


(l)               "Consultant"
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render
consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate
and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director
to be considered a "Consultant" for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant
under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale
of the Company's securities to such person.


 


(m)          "Continuous
Service" means that the Participant's service with the Company or an Affiliate, whether
as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service
to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such
service, provided that there is no interruption or termination of the Participant's service with the Company or an Affiliate, will not
terminate a Participant's Continuous Service; provided, however, that if the Entity for which a Participant is rendering services
ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant's Continuous Service will be
considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or
the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service will be considered
interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military
leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing,
a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in
the Company's leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant,
or as otherwise required by law.


 


(n)             
"Corporate Transaction" means the consummation, in a single transaction
or in a series of related transactions, of any one or more of the following events:


 


(i)                a
sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated assets
of the Company and its Subsidiaries;


 


(ii)             
a sale or other disposition of more than 50% of the outstanding securities of the Company;


 


(iii)           
a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)           a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger,
consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 






    16


     


    

 


(o)              
"Director" means a member of the Board.


 


(p)             
"Disability" means, with respect to a Participant, the inability of such
Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can
be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided
in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the
Board deems warranted under the circumstances.


 


(q)             
"Dissolution" means when the Company, after having executed a certificate
of dissolution with the State of Delaware (or other applicable state), has completely wound up its affairs. Conversion of the Company
into a Limited Liability Company (or any other pass-through entity) will not be considered a "Dissolution" for purposes of the
Plan.


 


(r)              
"Effective Date" means the effective date of this Plan, which is the
earlier of (i) the date that this Plan is first approved by the Company's stockholders and (ii) the date this Plan is adopted by the Board.


 


(s)               
"Employee" means any person employed by the Company or an Affiliate.
However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an "Employee"
for purposes of the Plan.


 


(t)               
"Entity" means a corporation, partnership, limited liability company
or other entity.


 


(u)             
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.


 


(v)              
"Exchange Act Person" means any natural person, Entity or "group"
(within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that "Exchange Act Person" will not include (i)
the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee
or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter
temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural
person, Entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date,
is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's
then outstanding securities.


 


(w)            
"Fair Market Value" means, as of any date, the value of the Common Stock
determined as follows:


 


(i)                
If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value
of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such
exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as
reported in a source the Board deems reliable.


 


(ii)             
Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination,
then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.


 


(iii)           
In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and
in a manner that complies with Sections 409A and 422 of the Code.


 






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(x)              
"Incentive Stock Option" means an option granted pursuant to Section
5 of the Plan that is intended to be, and qualifies as, an "incentive stock option" within the meaning of Section 422 of the
Code.


 


(y)              
"Nonstatutory Stock Option" means any Option granted pursuant to Section
5 of the Plan that does not qualify as an Incentive Stock Option.


 


(z)              
"Officer" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act.


 


(aa)          
"Option" means an Incentive Stock Option or a Nonstatutory Stock Option
to purchase shares of Common Stock granted pursuant to the Plan.


 


(bb)         
"Option Agreement" means a written agreement between the Company and
an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions
of the Plan.


 


(cc)           
"Optionholder" means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option.


 


(dd)         
"Other Stock Award" means an award based in whole or in part by reference
to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d).


 


(ee)           
 "Other Stock Award Agreement" means a written agreement between the
Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award
Agreement will be subject to the terms and conditions of the Plan.


 


(ff)             
"Own," "Owned," "Owner," "Ownership"
means a person or Entity will be deemed to "Own," to have "Owned," to be the "Owner"
of, or to have acquired "Ownership" of securities if such person or Entity, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect
to such securities.


 


(gg)          
"Participant" means a person to whom an Award is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Stock Award.


 


(hh)          
"Performance Cash Award" means an award of cash granted pursuant to the
terms and conditions of Section 6(c)(ii).


 






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(ii)             
"Performance Criteria" means the one or more criteria that the Board
or Committee (as applicable) will select for purposes of establishing the Performance Goals for a Performance Period. The Performance
Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined
by the Board: (i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii)
earnings before interest, taxes, depreciation and amortization; (iv) earnings before interest, taxes, depreciation, amortization and legal
settlements; (v) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (vi) earnings
before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (vii) earnings
before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in
deferred revenue; (viii) total stockholder return; (ix) return on equity or average stockholder's equity; (x) return on assets, investment,
or capital employed; (xi) stock price; (xii) margin (including gross margin); (xiii) income (before or after taxes); (xiv) operating income;
(xv) operating income after taxes; (xvi) pre-tax profit; (xvii) operating cash flow; (xviii) sales or revenue targets; (xix) increases
in revenue or product revenue; (xx) expenses and cost reduction goals; (xxi) improvement in or attainment of working capital levels; (xxii)
economic value added (or an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv) cash flow per share; (xxvi) share price
performance; (xxvii) debt reduction; (xxviii) implementation or completion of projects or processes; (xxix) stockholders' equity; (xxx)
capital expenditures; (xxxi) debt levels; (xxxii) operating profit or net operating profit; (xxxiii) workforce diversity; (xxxiv) growth
of net income or operating income; (xxxv) billings; (xxxvi) bookings; (xxxvii) employee retention; (xxxviii) user satisfaction; (xxxix)
the number of users, including unique users; (xl) budget management; (xli) partner satisfaction; (xlii) entry into or completion of strategic
partnerships or transactions (including in-licensing and out-licensing of intellectual property); and (xliii) other measures of performance
selected by the Board or Committee.


 


(jj)             
"Performance Goals" means, for a Performance Period, the one or more
goals established by the Board or Committee (as applicable) for the Performance Period based upon the Performance Criteria. Performance
Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments,
and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant
indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document
setting forth the Performance Goals at the time the Performance Goals are established, the Board will appropriately make adjustments
in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or
other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting
principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any items that
are unusual in nature or occur infrequently as determined under generally accepted accounting principles; (6) to exclude the dilutive
effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at
targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the
outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization,
merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common
stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under
the Company's bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required
to be expensed under generally accepted accounting principles; (11) to exclude the goodwill and intangible asset impairment charges that
are required to be recorded under generally accepted accounting principles; and (12) to exclude the effect of any other unusual, non-recurring
gain or loss or other extraordinary item. In addition, the Board or Committee (as applicable) retains the discretion to reduce or eliminate
the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance
Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting
corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.


 


(kk)         
"Performance Period" means the period of time selected by the Board or
Committee (as applicable) over which the attainment of one or more Performance Goals will be measured for the purpose of determining a
Participant's right to and the payment of a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping
duration, at the sole discretion of the Board or Committee.


 






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(ll)             
"Performance Stock Award" means a Stock Award granted under the terms
and conditions of Section 6(c)(i).


 


(mm)       
"Plan" means this Squarespace, Inc. 2017 Equity Incentive Plan.


 


(nn)         
"Restricted Stock Award" means an award of shares of Common Stock which
is granted pursuant to the terms and conditions of Section 6(a).


 


(oo)         "Restricted
Stock Award Agreement" means a written agreement between the Company and a holder of a
Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will
be subject to the terms and conditions of the Plan.


 


(pp)         
 "Restricted Stock Unit Award" means a right to receive shares of Common
Stock which is granted pursuant to the terms and conditions of Section 6(b).


 


(qq)         
"Restricted Stock Unit Award Agreement" means a written agreement between
the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant.
Each Restricted Stock Unit Award Agreement will be subject to the terms and conditions of the Plan.


 


(rr)           
"Securities Act" means the Securities Act of 1933, as amended.


 


(ss)            
"Stock Appreciation Right" or "SAR" means
a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(tt)            "Stock
Appreciation Right Agreement" means a written agreement between the Company and a holder
of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right
Agreement will be subject to the terms and conditions of the Plan.


 


(uu)         
"Stock Award" means any right to receive Common Stock granted under the
Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock
Appreciation Right, a Performance Stock Award or any Other Stock Award.


 


(vv)          
"Stock Award Agreement" means a written agreement between the Company
and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(ww)       
"Stockholders Agreement" means that certain Amended and Restated Stockholders
Agreement, by and among the Company and the other parties thereto, dated as of November 9, 2017, as may be amended or restated from time
to time.


 


(xx)          
"Subsidiary" means, with respect to the Company, (i) any corporation
of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of
such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have
voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any
partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of
voting or participation in profits or capital contribution) of more than 50%.


 


(yy)          
"Ten Percent Stockholder" means a person who Owns (or is deemed to Own
pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the
Company or any Affiliate.


 


(zz)           
"Transaction" means a Corporate Transaction or a Change in Control.


 






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