Exhibit 10.9

    

    

    ZYMERGEN INC.

    EMPLOYEE STOCK PURCHASE PLAN

    

    

    ARTICLE 1

    PURPOSE

    

    

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

    

    

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

    

    

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

    

    

    ARTICLE 2

    DEFINITIONS

    

    

    As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates
      otherwise:

    

    

    2.1.          “Administrator” means the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1
        hereof.

    

    

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

    

    

    2.3.           “Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or
        authorized to act as the agent of the Company or an Employee with regard to the Plan.

    

    

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

    

    

    2.5.          “Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other
        interpretative authority issued thereunder.

    

    

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

    

    

    2.7.            “Common Stock” means the common stock of the Company.

    

    

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

    

    

    2.9.         “Compensation” of an Employee means the regular earnings or base salary (including overtime, shift differentials, vacation pay, salaried
        production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, prior week adjustments and weekly bonus) paid to the Employee by the Company or a Designated Company, as applicable, on each Payday as
        compensation for services to the Company or the Designated Company, as applicable, before deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan, excluding (a) bonuses
        and commissions, (b) education or tuition reimbursements, (c) imputed income arising under any group insurance or benefit program, (d) travel expenses, (e) business and moving reimbursements, including tax gross ups and taxable mileage allowance,
        (f) income received in connection with any stock options, restricted stock, restricted stock units or other compensatory equity awards and (h) all contributions made by the Company or any Designated Company for the Employee’s benefit under any
        employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or employment tax withholdings, but shall be withheld from the Employee’s net income. The Administrator, in its discretion, may
        establish a different definition of Compensation for an Offering, which for the Section 423 Component shall apply on a uniform and nondiscriminatory basis. Further, the Administrator will have discretion to determine the application of this
        definition to Eligible Employees outside the United States.

    

    

    
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    2.10.         “Designated Company” means each Affiliate and Subsidiary, including any Affiliate and Subsidiary in existence on the Effective Date and any
        Affiliate and Subsidiary formed or acquired following the Effective Date, that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan, in accordance with Section 7.2 hereof, such
        designation to specify whether such participation is in the Section 423 Component or Non-Section 423 Component. A Designated Company may participate in either the Section 423 Component or Non-Section 423 Component, but not both. Notwithstanding the
        foregoing, if any Affiliate or Subsidiary is disregarded for U.S. tax purposes in respect of the Company or any Designated Company participating in the Section 423 Component, then such disregarded Affiliate or Subsidiary shall automatically be a
        Designated Company participating in the Section 423 Component. If any Affiliate or Subsidiary is disregarded for U.S. tax purposes in respect of any Designated Company participating in the Non-Section 423 Component, the Administrator may exclude
        such Affiliate or Subsidiary from participating in the Plan, notwithstanding that the Designated Company in respect of which such Affiliate or Subsidiary is disregarded may participate in the Plan.

    

    

    2.11.        “Effective Date” means the date immediately prior to the date the Company’s registration statement relating to its initial public offering
        becomes effective, provided that the Board has adopted, and the stockholders have approved, the Plan prior to or on such date.

    

    

    2.12.         “Eligible Employee” means any Employee of the Company or a Designated Company, except that the Administrator may exclude any or all of the
        following unless prohibited by applicable law, Employees:

    

    

    (a)             who
        are customarily scheduled to work 20 hours or less per week;

    

    

    (b)             whose
        customary employment is not more than five months in a calendar year;

    

    

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

    

    

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

    

    

    (e)             any
        Employee who is a “highly compensated employee” of the Company or any Designated Company (within the meaning of Section 414(q) of the Code), or that is such a “highly compensated employee” (A) with compensation above a specified level, (B) who is
        an officer or (C) who is subject to the disclosure requirements of Section 16(a) of the Exchange Act; or

    

    

    (f)            any Employee who is a citizen or resident of a jurisdiction outside the United States (without regard to whether they are also a citizen of the United States or a resident alien
          (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (A) the grant of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (B) compliance with the laws of the jurisdiction would cause the Section
          423 Component, any Offering thereunder or an Option granted thereunder to violate the requirements of Section 423 of the Code;  provided that any exclusion shall be applied in an identical manner under each Offering to all Employees in accordance with Treas. Reg. § 1.423-2(e).

     

    

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

    

    

    
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    Further, with respect to the Non-Section 423 Component, (a) the Administrator may limit eligibility further within a Designated Company so as to
      only designate some Employees of a Designated Company as Eligible Employees, and (b) to the extent any restrictions in this definition are not consistent with applicable local laws, the applicable local laws shall control.

    

    

    2.13.         “Employee” means any person who renders services to the Company or a Designated Company in the status of an employee within the meaning of
        Section 3401(c) of the Code. “Employee” shall not include any director of the Company or a Designated Company who does not render services to the Company or a Designated Company in the status of an employee within the meaning of Section 3401(c) of
        the Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated Company and meeting the
        requirements of Treas. Reg. § 1.421-1(h)(2). Where the period of leave exceeds three months, or such other period specified in Treas. Reg. § 1.421-1(h)(2), and the individual’s right to reemployment is not guaranteed either by statute or by
        contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, or such other period specified in Treas. Reg. § 1.421-1(h)(2).

    

    

    2.14.          “Enrollment Date” means the first date of each Offering Period.

    

    

    2.15.          “Exercise Date” means the last Trading Day of each Purchase Period, except as provided in Section 5.2 hereof.

    

    

    2.16.         “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

    

    

    2.17.          “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

    

    

    (a)             If
        the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its
        Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date, as reported in The Wall
          Street Journal or such other source as the Administrator deems reliable;

    

    

    (b)          If the
        Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high
        bid and low asked prices for such date, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

    

    

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

    Notwithstanding the foregoing, the Fair Market Value on the Initial Grant Date shall be initial public offering price of a share as set forth in
      the Company’s final prospectus relating to its initial public offering filed with the U.S. Securities and Exchange Commission.

    

    

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

    

    

    2.19.          “Initial Grant Date” means the date the Company’s registration statement relating to its initial public offering becomes effective, provided that the Board has adopted, and the stockholders have approved, the Plan prior to or on such date.

    

    

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

    

    

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

    

    

    2.22.         “Offering” means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Article 4
        hereof. Unless otherwise specified by the Administrator, each Offering to the Eligible Employees shall be deemed a separate Offering, even if the dates and other terms of the applicable Purchase Periods of each such Offering are identical and the
        provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(a)(1), the terms of each separate Offering under the Section 423 Component need not be identical, provided that the terms of the Section
        423 Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(a)(2) and (a)(3).

    

    

    2.23.          “Offering Period” means each consecutive six (6)-month period commencing on each November 16th and May 16th, and with
        respect to which Options shall be granted to Participants, provided that the first Offering Period (the “Initial Offering Period”)
        shall commence on the Initial Grant Date and shall end on November 15th, 2021.  The duration and timing of Offering Periods may be established or changed by the Administrator at any time, in its sole discretion and may consist of one or
        more Purchase Periods. Notwithstanding the foregoing, in no event may an Offering Period exceed 27 months.

    

    

    2.24.          “Option” means the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period.

    

    

    2.25.          “Option Price” means the purchase price of a share of Common Stock hereunder as provided in Section 4.2 hereof.

    

    

    2.26.          “Parent” means any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code.

    

    

    
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    2.27.          “Participant” means any Eligible Employee who elects to participate in the Plan.

    

    

    2.28.          “Payday” means the regular and recurring established day for payment of Compensation to an Employee.

    

    

    2.29.          “Plan” means this Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423 Component and any other
        sub-plans or appendices hereto, as amended from time to time.

    

    

    2.30.          “Plan Account” means a bookkeeping account established and maintained by the Company in the name of each Participant.

    

    

    2.31.        “Purchase Period” means each consecutive six (6)-month period commencing on each November 16th and May 16th within
        each Offering Period, provided that the first Purchase Period hereunder shall commence under the Initial Offering Period on the Initial Grant Date and end on November 15th, 2021 (the “Initial Purchase Period”). The duration and timing of Purchase Periods may be established or changed by the Administrator at any time, in its sole discretion. Notwithstanding
        the foregoing, in no event may a Purchase Period exceed the duration of the Offering Period under which it is established.

    

    

    2.32.          “Section 409A” means Section 409A of the Code.

    

    

    2.33.          “Section 423 Component” means those Offerings under the Plan that are intended to meet the requirements under Section 423(b) of the Code.

    

    

    2.34.          “Subsidiary” means any entity that is a subsidiary corporation of the Company within the meaning of Section 424 of the Code.

    

    

    2.35.          “Tax-Related Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social
        insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with his or her participation in the Plan.

    

    

    2.36.         “Trading Day” means a day on which the national stock exchange upon which the Common Stock is listed is open for trading.

    

    

    2.37.          “Treas. Reg.” means U.S. Department of the Treasury regulations.

    

    

    2.38.          “Withdrawal Election” has the meaning set forth in Section 6.1(a) hereof.

    

    

    ARTICLE 3

    PARTICIPATION

    3.1.           Eligibility.

    

    

    
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    (a)            Any
        Eligible Employee who is employed by the Company or a Designated Company on a given Enrollment Date for an Offering Period shall be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5
        hereof, and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code. Notwithstanding the foregoing, each Eligible Employee who is employed by the Company or a Designated Company on the Initial Grant Date shall be
        eligible to participate in the Initial Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, for the Section 423 Component, the limitations imposed by Section 423(b) of the Code.

    

    

    (b)            No
        Eligible Employee shall be granted an Option under the Section 423 Component which permits the Participant’s rights to purchase shares of Common Stock under the Plan, and to purchase stock under all other employee stock purchase plans of the
        Company, any Parent or any Subsidiary subject to Section 423 of the Code, to accrue at a rate which exceeds $25,000 of fair market value of such stock (determined at the time such Option is granted) for each calendar year in which such Option is
        outstanding at any time. The limitation under this Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of the Code.

    

    

    3.2.            Election
          to Participate; Payroll Deductions

    

    

    (a)            Each
        individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to participate in such Offering Period and the Plan by delivering to the Company or an Agent designated by the Company an enrollment form including a
        payroll deduction authorization (which may be in an electronic format or such other method as determined by the Company in accordance with the Company’s practices) (a “Participation Election”) no later than the period of time prior to the applicable Enrollment Date  determined by the Administrator, in its sole discretion. Except as provided in Sections 3.2(e), 3.2(f) and 3.3
        hereof, an Eligible Employee may participate in the Plan only by means of payroll deduction.

    

    

    (b)            Subject
        to Section 3.1(b) hereof and except as may otherwise be determined by the Administrator, payroll deductions (i) shall equal at least 1% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date, but
        not more than 15% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date; and (ii) shall be expressed as
        a whole number percentage. Subject to Section 3.2(e) hereof, amounts deducted from a Participant’s Compensation with respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited to
        the Participant’s Plan Account.

    

    

    (c)            Unless
        otherwise determined by the Administrator, following at least one payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participant’s Compensation only once during a Purchase Period upon ten calendar days’
        prior written notice to the Company. After the Initial Offering Period, a Participant may not increase the amount deducted from such Participant’s Compensation during an Offering Period.

    

    

    (d)           Upon
        the completion of an Offering Period, each Participant in such Offering Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage as in effect at the termination of such Offering
        Period, unless such Participant delivers to the Company or an Agent designated by the Company a different Participation Election with respect to the successive Offering Period in accordance with Section 3.2(a) hereof, or unless such Participant
        becomes ineligible for participation in the Plan.

    

    

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

    

    

    (f)          Notwithstanding
        anything in this Section 3.2 to the contrary, each Eligible Employee who is employed by the Company or a Designated Company on the Initial Grant Date shall (i) automatically become a Participant in the Plan with respect to the Initial Offering
        Period and (ii) be granted an Option to purchase the maximum number of shares of Common Stock purchasable assuming the maximum amount of contributions permitted to be made by such Participant for such Initial Offering Period pursuant to the terms
        of this Plan; provided that within 30 calendar days following the Initial Grant Date or such other time as determined by the Administrator (but in no event prior to the date on which the Company’s registration statement on Form S-8 is filed with
        the U.S. Securities and Exchange Commission in respect of the Plan), each such Participant shall deliver a Participation Election pursuant to which such Participate may (i) elect to make such contributions (or a lesser amount of contributions) for
        the Initial Offering Period by payroll deductions in accordance with the Plan, such payroll deductions not to exceed 15% of such Participant’s Compensation for the Paydays occurring during the Initial Purchase Period, provided that an individual
        payroll deduction may exceed 15% of such Participant’s Compensation for the applicable Payday or (ii) elect to make no contributions for such Initial Offering Period. If any Participant fails to deliver the Participation Election provided by the
        Company or an Agent designated by the Company for the Initial Offering Period on or prior to the date designated by the Administrator for such purpose, such Participant shall be deemed to have withdrawn from the Initial Offering Period.  For the
        Initial Offering Period under this Plan, payroll deductions shall not begin until such date determined by the Administrator, in its sole discretion.

    

    

    ARTICLE 4

    PURCHASE OF SHARES

    

    

    4.1.          Grant of Option. The Company may make one or more Offerings under the Plan, which may be successive or overlapping with one another, until the earlier of: (i) the date on
        which all shares of Common Stock available under the Plan have been purchased or (ii) the date on which the Plan is suspended or terminates. The Administrator shall designate the terms and conditions of each Offering in writing, including without
        limitation, the Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering Period on the applicable Grant Date. Subject to the limitations of Section 3.1(b) hereof, the number of shares of
        Common Stock subject to a Participant’s Option shall be determined by dividing (a) such Participant’s payroll deductions accumulated prior to an Exercise Date and retained in the Participant’s Plan Account on such Exercise Date by (b) the
        applicable Option Price; provided that in no event shall a Participant be permitted to purchase during each Purchase Period more than 50,000 shares of
        Common Stock (subject to any adjustment pursuant to Section 5.2 hereof). The Administrator may, for future Purchase Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant may
        purchase during any such future Purchase Periods. Each Option shall expire on the last Exercise Date for the applicable Offering Period immediately after the automatic exercise of the Option in accordance with Section 4.3 hereof, unless such Option
        terminates earlier in accordance with Article 6 hereof.

    

    

    
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    4.2.           Option Price. The Option Price shall equal 85% of the lesser of the Fair Market Value of a share of Common Stock on (a) the applicable Grant Date and (b) the applicable
        Exercise Date, or such other price designated by the Administrator; provided that in no event shall the Option Price be less than the par value per
        share of the Common Stock.

    

    

    4.3.           Purchase of Shares.

    

    

    (a)             On
        each Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part be deemed to have exercised the Participant’s Option to purchase at the applicable Option Price the largest number of
        whole shares of Common Stock which can be purchased with the amount in the Participant’s Plan Account, subject to the limitations set forth in the Plan. Unless otherwise determined by the Administrator in advance of an Offering or in accordance
        with applicable law, any balance that is remaining in the Participant’s Plan Account (after exercise of such Participant’s Option) as of the Exercise Date shall be carried forward into the next Offering Period, unless the Participant has properly
        elected to withdraw from the Plan, has ceased to be an Eligible Employee or with respect to the maximum limitations set forth in Section 3.1(b) and Section 4.1.  Any balance not carried forward to the next Offering Period in accordance with the
        prior sentence shall promptly be refunded as soon as administratively practicable to the applicable Participant.

    

    

    (b)            As
        soon as practicable following each Exercise Date, the number of shares of Common Stock purchased by such Participant pursuant to Section 4.3(a) hereof shall be delivered (either in share certificate or book entry form), in the Company’s sole
        discretion, to either (i) the Participant or (ii) an account established in the Participant’s name at a stock brokerage or other financial services firm designated by the Company. The Company may require that shares be retained with such brokerage
        or firm for a designated period of time and/or may establish procedures to permit tracking of disqualifying dispositions of such shares.

    

    

    4.4.           Automatic Termination of Offering Period. To the extent applicable in the event of an Offering Period that includes multiple Purchase Periods, if the Fair Market Value of
        a share of Common Stock on any Exercise Date (except the final scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date for an Offering Period, then such Offering Period shall
        terminate on such Exercise Date after the automatic exercise of the Option in accordance with Section 4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences immediately following such Exercise Date
        and such Participant’s Participation Election shall remain in effect for such Offering Period.

    

    

    
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    4.5.           Transferability of Rights. An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent and distribution, and is
        exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option shall be available to pay off any debts, contracts or engagements of the Participant or the Participant’s successors in interest or
        shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
        (including bankruptcy), and any attempt at disposition of the Option shall have no effect.

    

    

    ARTICLE 5

    PROVISIONS RELATING TO COMMON STOCK

    

    

    5.1.           Common Stock Reserved. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Stock that shall be made available for sale under
        the Plan shall be the sum of (a) 2,103,427 shares and (b) an annual increase on the first day of each year beginning on January 1, 2022 and annually thereafter ending in 2031 equal to the lesser of (i) 1% of the aggregate number of shares of the
        Company’s common stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares as may be determined by the Board; provided, however, no more than 12,900,000 shares may be issued under the Plan. Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common
        Stock, or reacquired shares reserved for issuance under the Plan.

    

    

    5.2.            Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

    

    

    (a)            Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock which have been authorized for issuance
        under the Plan but not yet placed under Option, as well as the price per share and the number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or
        decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common
        Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose
        determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of 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 or price of shares of Common Stock subject to an Option.

    

    

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

    

    

    (c)            Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another
        corporation, each outstanding Option shall be assumed or an equivalent Option substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the
        Option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall be before the date of the Company’s proposed
        sale or merger. The Administrator shall notify each Participant in writing, at least ten business days prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and that the
        Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible
        Employee as provided in Section 6.2 hereof.

    

    

    5.3.          Insufficient Shares. If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which Options are to be
        exercised may exceed the number of shares of Common Stock remaining available for sale under the Plan on such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance on such Exercise
        Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants exercising Options to purchase Common Stock on such Exercise Date, and unless additional shares are
        authorized for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering Period is so terminated, then the balance of the amount credited to the Participant’s
        Plan Account which has not been applied to the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash within 30 days after such Exercise Date, without any interest thereon (except as may be required by
        applicable local laws).

    

    

    5.4.            Rights as Stockholders. With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder of the Company and shall not
        have any of the rights or privileges of a stockholder. A Participant shall have the rights and privileges of a stockholder of the Company when, but not until, shares of Common Stock have been deposited in the designated brokerage account following
        exercise of the Participant’s Option.

    

    

    
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    ARTICLE 6

    TERMINATION OF PARTICIPATION

    

    

    6.1.           Cessation of Contributions; Voluntary Withdrawal.

    

    

    (a)             A
        Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice of such election to the Company or an Agent designated by the Company in such form and at such time prior to the
        Exercise Date for such Offering Period as may be established by the Administrator (a “Withdrawal Election”). In the event a
        Participant elects to withdraw from the Plan, amounts then credited to such Participant’s Plan Account shall be returned to the Participant in one lump-sum payment in cash within 30 days after such election is received by the Company, without any
        interest thereon (except as may be required by applicable local laws), and the Participant shall cease to participate in the Plan and the Participant’s Option for such Offering Period shall terminate upon receipt of the Withdrawal Election.

    

    

    (b)            A
        Participant’s withdrawal from the Plan shall not have any effect upon the Participant’s eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the
        termination of the Offering Period from which the Participant withdraws.

    

    

    (c)             A
        Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the Plan during that Offering Period.

    

    

    6.2.           Termination of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s Option for the applicable Offering Period shall
        automatically terminate, the Participant shall be deemed to have elected to withdraw from the Plan, and any balance on such Participant’s Plan Account shall be paid to such Participant or, in the case of the Participant’s death, to the person or
        persons entitled thereto pursuant to applicable law, within 30 days after such cessation of being an Eligible Employee, without any interest thereon (except as may be required by applicable local laws). If a Participant transfers employment from
        the Company or any Designated Company participating in the Section 423 Component to any Designated Company participating in the Non-Section 423 Component, such transfer shall not be treated as a termination of employment, but the Participant shall
        immediately cease to participate in the Section 423 Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant shall immediately join
        the then-current Offering under the Non-Section 423 Component upon the same terms and conditions in effect for the Participant’s participation in the Section 423 Component, except for such modifications otherwise applicable for Participants in such
        Offering. A Participant who transfers employment from any Designated Company participating in the Non-Section 423 Component to the Company or any Designated Company participating in the Section 423 Component shall not be treated as terminating the
        Participant’s employment and shall remain a Participant in the Non-Section 423 Component until the earlier of (i) the end of the current Offering Period under the Non-Section 423 Component, or (ii) the Enrollment Date of the first Offering Period
        in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between companies participating in the Section 423
        Component and the Non-Section 423 Component, consistent with the applicable requirements of Section 423 of the Code.

    

    

    
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    ARTICLE 7

    GENERAL PROVISIONS

    

    

    7.1.            Administration.

    

    

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

    

    

    (b)            It
        shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the Plan. The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the
        Plan:

    

    

    
      (i)            To establish and terminate Offerings;

    

    

    

    (ii)         To
        determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical);

    

    

    (iii)          To
        select Designated Companies in accordance with Section 7.2 hereof; and

    

    

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

    

    

    (c)         The
        Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is
        specifically authorized to adopt rules and procedures regarding handling of participation elections, payroll deductions, payment of interest, conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which
        vary with local requirements.

    

    

    (d)           The
        Administrator may adopt sub-plans applicable to particular Designated Companies or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions
        of this Plan, with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan.

    

    

    
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    (e)             All
        expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The
        Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith
        shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Board or Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to
        the Plan or the Options, and all members of the Board or Administrator shall be fully protected by the Company in respect to any such action, determination, or interpretation.

    

    

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

    

    

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

    

    

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

    

    

    7.5.            Amendment and Termination of the Plan.

    

    

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

    

    

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

    

    

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

    

    

    (ii)     shortening
        any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Administrator action; and

    

    

    (iii)     allocating
        shares of Common Stock.

     

      

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

     

    

    (c)           Upon
        termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such termination, without any interest thereon (except as may be required by applicable local laws).

    

    

    7.6.           Use of Funds; No Interest Paid. All funds received by the Company by reason of purchase of shares of Common Stock under the Plan shall be included in the general funds of
        the Company free of any trust or other restriction and may be used for any corporate purpose (except as may be required by applicable local laws). No interest shall be paid to any Participant or credited under the Plan (except as may be required by
        applicable local laws).

    

    

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

    

    

    7.8.          Effect Upon Other Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company, any Parent or any Subsidiary.
        Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any Subsidiary (a) to establish any other forms of incentives or compensation for employees of the Company or any Parent or any Subsidiary, or (b) to grant or
        assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation
        or otherwise, of the business, stock or assets of any corporation, firm or association.

    

    

    7.9.          Conformity to Securities Laws. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual who is then subject to
        Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable exemption rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
        application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

    

    

    
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    7.10.         Notice of Disposition of Shares. Each Participant shall give the Company prompt notice of any disposition or other transfer of any shares of Common Stock, acquired
        pursuant to the exercise of an Option granted under the Section 423 Component, if such disposition or transfer is made (a) within two years after the applicable Grant Date or (b) within one year after the transfer of such shares of Common Stock to
        such Participant upon exercise of such Option. The Company may direct that any certificates evidencing shares acquired pursuant to the Plan refer to such requirement.

    

    

    7.11.          Tax Withholding. At the time of any taxable event that creates a withholding obligation for the Company or any Parent, Affiliate or Subsidiary, the Participant will make
        adequate provision for any Tax-Related Items. In their sole discretion, and except as otherwise determined by the Administrator, the Company or the Designated Company that employs or employed the Participant may satisfy their obligations to
        withhold Tax-Related Items by (a) withholding from the Participant’s wages or other compensation, (b) withholding a sufficient whole number of shares of Common Stock otherwise issuable following exercise of the Option having an aggregate value
        sufficient to pay the Tax-Related Items required to be withheld with respect to the Option and/or shares, or (c) withholding from proceeds from the sale of shares of Common Stock issued upon exercise of the Option, either through a voluntary sale
        or a mandatory sale arranged by the Company.

    

    

    7.12.         Governing Law. The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to
        the conflict of law rules thereof or of any other jurisdiction.

    

    

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

    

    

    7.14.          Conditions to Issuance of Shares.

    

    

    (a)            Notwithstanding
        anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing shares of Common Stock pursuant to the exercise of an Option by a Participant, unless and until the
        Administrator has determined, with advice of counsel, that the issuance of such shares of Common Stock is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any securities
        exchange or automated quotation system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration statement or applicable exemption from registration. In addition to the terms
        and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such laws,
        regulations, or requirements.

    

    

    
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    (b)           All
        certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or
        advisable to comply with U.S. and non-U.S. federal, state or local securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the shares of Common Stock are listed, quoted, or
        traded. The Administrator may place legends on any certificate or book entry evidencing shares of Common Stock to reference restrictions applicable to the shares of Common Stock.

    

    

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

    

    

    (d)            Notwithstanding
        any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued
        in connection with any Option, record the issuance of shares of Common Stock in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

     

      

    If, pursuant to this Section 7.14, the Administrator determines that shares of Common Stock will not be issued to any Participant, the Company is
      relieved from liability to any Participant except to refund to the Participant such Participant’s Plan Account balance, without interest thereon (except as may be required by applicable local laws).

     

    

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

    

    

    7.16.        Rules Particular to Specific Countries. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Participants who are tax
        residents of a particular non-U.S. country or who are non-U.S. nationals or employed in non-U.S. jurisdictions may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern
        Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the extent that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the
        provisions of the appendix or sub-plan shall govern. The adoption of any such appendix or sub-plan shall be pursuant to Section 7.1 above. Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures,
        with respect to Participants who are non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Affiliates or Subsidiaries from participation in the Plan, eligibility to participate, the definition of
        Compensation, handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures, establishment of bank or trust accounts to hold
        payroll deductions or contributions.

    

    

    
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    7.17.        Section 409A. The Section 423 Component of the Plan and the Options granted pursuant to Offerings thereunder are intended to be exempt from the application of Section
        409A. Neither the Non-Section 423 Component nor any Option granted pursuant to an Offering thereunder is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A. Notwithstanding any provision of
        the Plan to the contrary, if the Administrator determines that any Option granted under the Plan may be or become subject to Section 409A or that any provision of the Plan may cause an Option granted under the Plan to be or become subject to
        Section 409A, the Administrator may adopt such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Administrator determines are
        necessary or appropriate to avoid the imposition of taxes under Section 409A, either through compliance with the requirements of Section 409A or with an available exemption therefrom.

    

    

    *    *    *    *    *

     

    

     

    

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