Exhibit 10.9


  


WAG! GROUP CO. 2022 OMNIBUS
INCENTIVE PLAN


 


1. 
Purposes of the Plan. The purpose of this 2022 Omnibus Incentive Plan is to advance the interests of the Company and its
stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make contributions
to the Company and by providing those persons with an opportunity to acquire a proprietary interest in the success of the Company, or
to increase such interest, by acquiring Shares in order to align their interests with those of the Company’s stockholders.


 


The Plan permits the grant of Incentive
Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance
Shares and Other Awards.


 


		2.	Definitions. As used herein, the following definitions will
                                            apply:



 


		(a)	“Administrator”
                                            means the Board or any of its Committees as will be administering the Plan, in accordance
                                            with Section 4 of the Plan.



 


(b) 
“Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based
awards, including without limitation the related issuance of shares of Common Stock, including without limitation under U.S. state corporate
laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or
quoted and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c) 
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock (or the right to purchase Restricted Stock), Restricted Stock Units, Performance Units, Performance Shares or Other
Awards.


 


(d) 
“Award Agreement” means the written or electronic agreement between the Company and Participant setting forth
the terms and provisions applicable to an Award granted under the Plan. The Award Agreement is subject to the terms and conditions of
the Plan.


 


		(e)	“Board” means the Board of Directors of the
                                            Company.



 


		(f)	“Change in Control” means the occurrence of
                                            any of the following events:



 


(i) 
Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person,
or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together
with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the Company;
provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to
own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change in Control. If
the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership,
in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change
in ownership, direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company
or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (i). For
this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities
of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more
subsidiary corporations or other business entities; or


 


(ii) 
Change in Effective Control of the Company. A change in the effective control of the Company which occurs on the date that
a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection
(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by
the same Person will not be considered a Change in Control; or


 






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(iii) 
Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial
portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market
value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute
a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the
Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the
Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent
(50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns,
directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or
(4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person
described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes of this definition,
persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase
or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the foregoing,
a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning
of Section 409A.


 


Further and for the avoidance
of doubt, a transaction will not constitute a Change in Control if: (x) its primary purpose is to change the jurisdiction of the Company’s
incorporation, or (y) its primary purpose is to create a holding company that will be owned in substantially the same proportions by
the persons who held the Company’s securities immediately before such transaction.


 


(g) 
“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or
regulation thereunder will include such section or regulation, any valid regulation or other official guidance promulgated under such
section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or
regulation.


 


(h) 
“Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by
the Board, or a duly authorized committee of the Board, in accordance with Section 4 hereof.


 


(i) 
“Common Stock” means the Company’s common stock, $0.0001 par value per share, as adjusted in accordance
with Section 15 of the Plan.


 


		(j)	“Company” means Wag! Group Co., a Delaware corporation,
                                            or any successor thereto.



 


(k) 
“Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary
of the Company to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of
securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities,
in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant will include
only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.


 


		(l)	“Director” means a member of the Board.






 






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(m) 
 “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that
in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total
disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


(n) 
“Dividend Equivalent” means a credit, made at the discretion of the Administrator or as otherwise provided
by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by
an Award held by such Participant.


 


(o)  
“Employee” means any person, including Officers and Directors, providing services as an employee to the Company
or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be
sufficient to constitute “employment” by the Company.


 


		(p)	“Exchange Act” means the U.S. Securities Exchange
                                            Act of 1934, as amended.



 


(q) 
“Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange
for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or
cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity
selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator will
determine the terms and conditions of any Exchange Program in its sole discretion.


 


		(r)	“Fair Market Value” means, as of any date, the
                                            value of Common Stock determined as follows:



 


(i) 
If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the
New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market,
its Fair Market Value will be the closing sales price for such stock (or, if no closing sales price was reported on that date, as applicable,
on the last Trading Day such closing sales price was reported) as quoted on such exchange or system on the day of determination, as reported
in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii) 
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market
Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if
no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported), as reported in
The Wall Street Journal or such other source as the Administrator deems reliable; or


 


(iii) 
In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 


The determination
of fair market value for purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable Laws and
is not required to be consistent with the determination of Fair Market Value for other purposes.


 


(s) 
“Incentive Stock Option” means an Option intended to qualify, and actually qualifies, as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


 


		(t)	“Inside Director” means a Director who is an
                                            Employee.



 


(u) 
“Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify
as an Incentive Stock Option.


 


(v) 
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.


 


		(w)	“Option” means a stock option granted pursuant
                                            to the Plan.






 






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		(x)	“Other Award” means an award granted to a Participant
                                            pursuant to Section 11 hereof.



 


		(y)	“Outside Director” means a Director who is
                                            not an Employee.



 


(z) 
“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section
424(e).


 


(aa) “Participant” means the holder
of an outstanding Award.


 


(bb) “Performance
Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or
other vesting criteria as the Administrator may determine pursuant to Section 10.


 


(cc) “Performance Unit”
means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator
may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.


 


(dd) “Period of Restriction”
means the period (if any) during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares
are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels
of performance, or the occurrence of other events as determined by the Administrator.


 


(ee) “Plan”
means this Wag! Group Co. 2022 Omnibus Incentive Plan, as it may be amended from time to time.


 


(ff) “Restricted Stock”
means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an
Option.


 


(gg) “Restricted Stock
Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section
8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(hh) “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.


 


		(ii)	“Section 16(b)” means Section 16(b) of the
                                            Exchange Act.



 


(jj) “Section 409A”
means Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final U.S. Treasury Regulations
and U.S. Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time, or any state
law equivalent.


 


(kk) “Securities Act” means the
U.S. Securities Act of 1933, as amended.


 


(ll) “Service Provider” means an Employee, Director or Consultant.


 


(mm) “Share”
means a share of Common Stock, as adjusted in accordance with Section 15 of the Plan.


 


(nn) “Stock Appreciation
Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation
Right.


 


(oo) “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


(pp) “Trading Day”
means a day that the primary stock exchange, national market system, or other trading platform, as applicable, upon which the Common
Stock is listed is open for trading.


 


		3.	Stock Subject to the Plan.



 


(a) 
Stock Subject to the Plan. Subject to the provisions of Section 15 of the Plan and the automatic increase set forth in
Section 3(b), the maximum aggregate number of Shares that may be issued under the Plan is 6,378,729 Shares (the “Share Reserve”).
In addition, Shares may become available for issuance under the Plan pursuant to Sections 3(b) and 3(c). The Shares may be authorized,
but unissued, treasury, or reacquired Common Stock.


 






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(b) 
Automatic Share Reserve Increase. Subject to the provisions of Section 15 of the Plan, the number of Shares available for
issuance under the Plan will be automatically increased on January 1 of each year for a period of ten years commencing on January 1,
2023 and ending on (and including) January 1, 2032, in an amount equal to 10% of the outstanding Common Stock on December 31 of the preceding
year; provided, however, that the Administrator may act prior to January 1st of a given year to provide that the increase
for such year will be a lesser number of Shares.


 


(c)  Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an
Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares or Other
Awards, is forfeited to or repurchased by the Company due to failure to vest, then the unpurchased Shares (or for Awards other than
Options or Stock Appreciation Rights, the forfeited or repurchased Shares), which were subject thereto will become available for
future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares
actually issued (i.e., the net Shares issued) pursuant to a Stock Appreciation Right will cease to be available under the Plan; all
remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that actually have been issued under the Plan under any Award will not be returned to the Plan and will not
become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted
Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the
Company due to failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise
price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale
under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, the cash payment will not result in
reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as
provided in Section 15, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the
aggregate Share number stated in Section 3(a), plus, to the extent allowable under Section 422 of the Code and the Treasury
Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Sections 3(b) and
3(c).


 


(d) 
Share Reserve. The Company, at all times during the term of this Plan, will reserve and keep available such number of Shares
as will be sufficient to satisfy the requirements of the Plan.


 


		4.	Administration of the Plan.



 


		(a)	Procedure.



 


(i) 
Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer
the Plan.


 


(ii) 
Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.


 


(iii)  Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which
committee will be constituted to satisfy Applicable Laws.


 






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(b) 
Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion, to:


 


		(i)	determine the Fair Market Value;



 


		(ii)	select the Service Providers to whom Awards may be granted hereunder;



 


		(iii)	determine the number of Shares to be covered by each Award granted
                                            hereunder;



 


		(iv)	approve forms of Award Agreement for use under the Plan;



 


(v) 
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. The terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any
Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


		(vi)	institute and determine the terms and conditions of an Exchange
                                            Program;



 


(vii) 
prescribe, amend and rescind rules and regulations and adopt sub-plans relating to the Plan, including rules, regulations and
sub-plans for the purposes of facilitating compliance with foreign laws, easing the administration of the Plan and/or taking advantage
of tax-favorable treatment for Awards granted to Service Providers outside the U.S., in each case as the Administrator may deem necessary
or advisable;


 


		(viii)	construe and interpret the terms of the Plan and Awards granted
                                            under the Plan;



 


(ix) 
modify or amend each Award (subject to Section 20(c) of the Plan), including without limitation the discretionary authority to
extend the post-termination exercisability period of Awards; provided, however, that in no event will the term of an Option or Stock
Appreciation Right be extended beyond its original maximum term;


 


(x) 
allow Participants to satisfy tax withholding obligations in a manner prescribed in Section 16 of the Plan;


 


(xi) 
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator;


 


(xii) 
temporarily suspend the exercisability of an Award if the Administrator deems such suspension to be necessary or appropriate for
administrative purposes;


 


(xiii) 
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to the Participant
under an Award; and


 


		(xiv)	make all other determinations deemed necessary or advisable for
                                            administering the Plan.



 


(c) 
Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will
be final and binding on all Participants and any other holders of Awards and will be given the maximum deference permitted by Applicable
Laws. For the avoidance of doubt, the Administrator may exercise all discretion granted to it under the Plan in a non-uniform manner
among Service Providers and Awards, and the Administrator may take different actions with respect to the vested and unvested portions
of an Award.


 


(d)  Indemnification.
To the maximum extent permitted by Applicable Laws, each member of a Committee (including officers of the Company, if applicable),
or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability
or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action,
suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure
to act under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures to act
in good faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by
him or her in satisfaction of any judgment in any such claim, action, suit or proceeding against him or her; provided that such
member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding
before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s certificate of
incorporation or Bylaws, by contract, as a matter of law or otherwise, or under any other power that the Company may have to
indemnify or hold harmless each such person.


 






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5. 
Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Units and Other Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.


 


		6.	Stock Options.



 


(a) 
Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Options to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) 
Stock Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise
price, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms
and conditions as the Administrator, in its sole discretion, will determine.


 


(c) 
Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect
to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock
Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted.
The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted.


 


(d) 
Term of Option. The term of each Option will be stated in the Award Agreement. In the case of an Incentive Stock Option,
the term will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the
case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the
term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award
Agreement.


 


		(e)	Option Exercise Price and Consideration.



 


(i) 
Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined
by the Administrator, subject to the following:


 


		(1)	In the case of an Incentive Stock Option



 


(A) 
granted to an Employee who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less
than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.


 


(B)  granted to any
Employee other than an Employee described in paragraph (A) immediately
above, the per Share exercise price will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date
of grant.


 


(2) 
In the case of a Nonstatutory Stock Option, the per Share exercise price will be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.


 


(3)  Notwithstanding
the foregoing, Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market
Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) and
Section 409A of the Code.


 






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(ii) 
Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which
the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 


(iii)  Form
of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted
by Applicable Laws; (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which such Option will be exercised and provided that accepting such Shares will not
result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5)
consideration received by the Company under a broker-assisted (or other) cashless exercise program (whether through a broker or
otherwise) implemented by the Company in connection with the Plan; (6) by net exercise; (7) such other consideration and method of
payment for the issuance of Shares to the extent permitted by Applicable Laws; or (8) any combination of the foregoing methods of
payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of
such consideration may be reasonably expected to benefit the Company, and the Administrator may, in its sole discretion, refuse to
accept a particular form of consideration at the time of any Option exercise.


 


		(f)	Exercise of Option.



 


(i) 
Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms
of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option
may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares
or a minimum aggregate exercise price; provided that such requirement shall not prevent a Participant from exercising the full number
of Shares as to which the Option is then exercisable.


 


An Option will be deemed
exercised when the Company receives: (i) notice of exercise (in accordance with the procedures that the Administrator may specify
from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the
Option is exercised (together with any applicable tax withholdings). Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option
will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect
to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is
prior to the date the Shares are issued, except as provided in Section 15 of the Plan.


 


Exercising an Option in any manner
will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.


 


(ii)  Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the cessation of the
Participant’s Service Provider status as the result of the Participant’s death or Disability, the Participant may
exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested
on the date of cessation of the Participant’s Service Provider status (but in no event later than the expiration of the term
of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will
remain exercisable for three (3) months following cessation of the Participant’s Service Provider status. Unless otherwise
provided by the Administrator, if on the date of cessation of the Participant’s Service Provider status the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If, after
cessation of the Participant’s Service Provider status, the Participant does not exercise his or her Option within the time
specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 






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(iii) 
Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability,
the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option
is vested on the date of cessation of the Participant’s Service Provider status (but in no event later than the expiration of the
term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will
remain exercisable for six (6) months following cessation of the Participant’s Service Provider status. Unless otherwise provided
by the Administrator, if on the date of cessation of the Participant’s Service Provider status the Participant is not vested as
to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If, after cessation of
the Participant’s Service Provider status, the Participant does not exercise his or her Option within the time specified herein,
the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


(iv)  Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s
death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death
(but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award
Agreement), by the Participant’s designated beneficiary, provided the Administrator has permitted the designation of a
beneficiary and provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the
Administrator. If the Administrator has not permitted the designation of a beneficiary or if no such beneficiary has been designated
by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the
person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and
distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months
following the Participant’s death. Unless otherwise provided by the Administrator, if at the time of death, the Participant is
not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the
Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such
Option will revert to the Plan.


 


		(v)	Tolling Expiration. A Participant’s Award Agreement
                                            may also provide that:



 


(1) 
if the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon
the Participant’s death or Disability) would result in liability under Section16(c), then the Option will terminate on the earlier
of (A) the expiration of the term of the Option set forth in the Award Agreement, or (B) the tenth (10th) day after the last date on
which such exercise would result in liability under Section 16(c); or


 


(2) 
if the exercise of the Option following the cessation of the Participant’s status as a Service Provider (other than upon
the Participant’s death or Disability) would be prohibited at any time solely because the issuance of Shares would violate the
registration requirements under the Securities Act, then the Option will terminate on the earlier of (A) the expiration of the term of
the Option or (B) the expiration of a period of thirty (30) days after the cessation of the Participant’s status as a Service Provider
during which the exercise of the Option would not be in violation of such registration requirements.


 


		7.	Restricted Stock.



 


(a) 
Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time
to time, may grant a right to purchase or receive Shares of Restricted Stock to Service Providers in such amounts as the Administrator,
in its sole discretion, will determine.





 






    E-9


     


    

 


(b)   Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify any Period of
Restriction, the number of Shares that the Service Provider shall be entitled to purchase or receive and the price to be paid, if
any (which shall be as determined by the Administrator, subject to Applicable Laws, including any applicable securities laws), and
such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines
otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. The
permissible consideration for the purchase of Restricted Stock shall be determined by the Administrator and shall be the same as is
set forth in Section 6(e)(iii) with respect to exercise of Options.


 


(c) 
Transferability. Except as provided in this Section 7 or the Award Agreement, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of any applicable Period of Restriction.


 


(d) 
Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted
Stock as it may deem advisable or appropriate.


 


(e) 
Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted
Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of any applicable Period of Restriction
or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any
restrictions will lapse or be removed.


 


(f) 
Voting Rights. During any applicable Period of Restriction, Service Providers holding Shares of Restricted Stock granted
hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g) 
Dividends and Other Distributions. During any applicable Period of Restriction, Service Providers holding Shares of Restricted
Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides
otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(h) 
Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions
have not lapsed will revert to the Company and again will become available for grant under the Plan.


 


		8.	Restricted Stock Units.



 


(a) 
Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After
the Administrator determines that it will grant Restricted Stock Units under the Plan, it will advise the Participant in an Award Agreement
of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.


 


(b) 
Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the
extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The
Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including,
but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the
Administrator in its discretion.


 


(c) 
Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive
a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the
Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d) 
Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s)
determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted
Stock Units only in cash, Shares, or a combination of both.





 






    E-10


     


    

 


(e) 
 Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the
Company.


 


(f) 
Voting Rights, Dividend Equivalents and Distributions. Participants shall have no voting rights with respect to Shares
represented by Restricted Stock Units until the date of the issuance of such Shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may provide in
the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents
with respect to the payment of cash dividends on Shares having a record date prior to the date on which the Restricted Stock Units held
by such Participant are settled or forfeited. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional
whole Restricted Stock Units as of the date of payment of such cash dividends on Shares. The number of additional Restricted Stock Units
(rounded to the nearest whole number) to be so credited shall be determined by dividing (i) the amount of cash dividends paid on such
date with respect to the number of Shares represented by the Restricted Stock Units previously credited to the Participant by (ii) the
Fair Market Value per Share on such date. Such additional Restricted Stock Units shall be subject to the same terms and conditions, including
but not limited to vesting conditions, and shall be settled in the same manner and at the same time as the Restricted Stock Units originally
subject to the Restricted Stock Unit Award. Settlement of Dividend Equivalents may be made in cash, Shares, or a combination thereof
as determined by the Administrator. In the event of a dividend or distribution paid in Shares or any other adjustment made upon a change
in the capital structure of the Company as described in Section 15(a) appropriate adjustments shall be made in the Participant’s
Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities
or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon
settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the
same vesting conditions as are applicable to the Award.


 


		9.	Stock Appreciation Rights.



 


(a) 
Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be
granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b) 
Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights
granted to any Service Provider.


 


(c) 
Exercise Price and Other Terms. The per share exercise price for the Shares to be issued pursuant to exercise of a Stock
Appreciation Right will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to
determine the terms and conditions of Stock Appreciation Rights granted under the Plan.


 


(d) 
Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will
specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions
as the Administrator, in its sole discretion, will determine.


 


(e) 
Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date as
determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules
of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.


 


(f) 
Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled
to receive payment from the Company in an amount determined as the product of:


 


(i) 
The excess of the Fair Market Value of a Share on the date of exercise over the exercise price; and





 






    E-11


     


    

 


		(ii)	The number of Shares with respect to which the Stock Appreciation
                                            Right is exercised.



 


At the discretion of the Administrator,
the payment upon exercise of a Stock Appreciation Right may be in cash, in Shares of equivalent value, or in some combination of both.


 


		10.	Performance Units and Performance Shares.



 


(a) 
Grant of Performance Units/Shares. Performance Units and Performance Shares may be granted to Service Providers at any
time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete
discretion in determining the number of Performance Units and Performance Shares granted to each Participant.


 


(b) 
Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator
on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date
of grant.


 


(c)  Performance
Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without
limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will
determine the number or value of Performance Units/Shares that will be paid out to the Service Providers. The time period during
which the performance objectives or other vesting provisions must be met will be called the “Performance Period.” Each
Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other
terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives
based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued
employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its
discretion.


 


(d)  Earning
of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be
entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been
achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce, waive or adjust any
performance objectives or other vesting provisions for such Performance Unit/Share.


 


(e) 
Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon
as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares
at the close of the applicable Performance Period) or in a combination thereof.


 


(f) 
Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance
Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.


 


(g)  Voting
Rights, Dividend Equivalents and Distributions. Participants shall have no voting rights with respect to Shares represented by
Performance Units and/or Performance Shares until the date of the issuance of such Shares (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company). However, the Administrator, in its discretion, may
provide in the Award Agreement evidencing any Award of Performance Shares that the Participant shall be entitled to receive Dividend
Equivalents with respect to the payment of cash dividends on Shares having a record date prior to the date on which the Performance
Shares are settled or forfeited. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole
Performance Shares as of the date of payment of such cash dividends on Shares. The number of additional Performance Units or
Performance Shares, as applicable, (rounded to the nearest whole number) to be so credited shall be determined by dividing (i) the
amount of cash dividends paid on such date with respect to the number of Shares represented by the Performance Shares previously
credited to the Participant by (ii) the Fair Market Value per Share on such date. Such additional Performance Shares shall be
subject to the same terms and conditions, including but not limited to vesting conditions, and shall be settled in the same manner
and at the same time (or as soon thereafter as practicable) as the Performance Units or Performance Shares, as applicable,
originally subject to the Award of Performance Units or Performance Shares, as applicable. Settlement of Dividend Equivalents may be
made in cash, Shares, or a combination thereof as determined by the Administrator, and may be paid on the same basis as settlement
of the related Performance Share. Dividend Equivalents shall not be paid with respect to Performance Units. In the event of a
dividend or distribution paid in Shares or any other adjustment made upon a change in the capital structure of the Company as
described in Section 15(a) appropriate adjustments shall be made in the Participant’s Award of Performance Shares so that it
represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than
normal cash dividends) to which the Participant would be entitled by reason of the Shares issuable upon settlement of the Award, and
all such new, substituted or additional securities or other property shall be immediately subject to the same vesting conditions as
are applicable to the Award.


 






    E-12


     


    

 


		11.	Other Awards



 


(a)  Grant.
The Administrator may from time to time grant cash-based (including annual incentive awards), equity-based or equity-related awards
not otherwise described herein in such amounts and on such terms as it shall determine, subject to the terms and conditions set
forth in the Plan. Without limiting the generality of the preceding sentence, each such Other Award may (i) involve the transfer of
actual Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise, (ii) be subject to
performance-based vesting conditions and/or multipliers and/or service-based vesting conditions, (iii) be in the form of cash,
phantom stock, performance shares, deferred share units, share- denominated performance units or other similar awards and (iv) be
designed to comply with Applicable Laws of jurisdictions other than the United States; provided that each cash-based Other
Award shall be denominated in cash and each equity-based or equity-related Other Award shall be denominated in, or shall have a
value determined by reference to, a number of Shares, in each case that is specified (or will be determined using a formula that is
specified) at the time of the grant of such Other Award. After the Administrator determines that it will grant Other Awards under
the Plan, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the Other
Award.


 


(b) 
Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the
extent to which the criteria are met, will determine the right to receive a payout pursuant to the Other Award. The Administrator may
set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited
to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator
in its discretion.


 


(c) 
Earning Other Awards. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of any Other Award, the Administrator,
in its sole discretion, may reduce, waive, or adjust any vesting criteria that must be met to receive a payout.


 


(d) 
Form and Timing of Payment. Payment of Other Awards will be made as soon as practicable after the date(s) determined by
the Administrator and set forth in the Award Agreement. The Administrator will settle earned cash-based Other Awards solely in cash but,
in its sole discretion, may settle earned equity-based or equity-related Other Awards in cash, Shares, or a combination of both.


 


(e) 
Cancellation. On the date set forth in the Award Agreement, all unearned Other Awards will be forfeited to the Company.


 


(f) 
Voting Rights, Dividend Equivalents and Distributions. Until the issuance of the Shares (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company) (if any), no right to vote or receive dividends
or any other rights as a holder of capital stock shall exist with respect to the equity-based or equity-related Other Awards. No adjustment
will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in Section
15(a) hereof.





 






    E-13


     


    

 


12.   Outside
Director Award Limitations. No Outside Director may be paid, issued, or granted, in any calendar year, equity awards (including
any Awards issued under this Plan) with an aggregate value (the value of which will be based on their grant date fair value
determined in accordance with U.S. generally accepted accounting principles) and any other compensation (including without
limitation any cash retainers or fees) that, in the aggregate, exceed $750,000 (increased to $1,000,000 in his or her initial year
of service as an Outside Director). Any Awards or other compensation paid or provided to an individual for his or her services as an
Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the
limitation under this Section 12.


 


13.  Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, Awards granted hereunder will continue to
vest during the first thirty (30) days of any unpaid leave of absence approved by the Company, but vesting will be suspended as of
the thirty-first (31st) day of any unpaid leave of absence approved by the Company. A Participant will not cease to be an Employee
in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the
Company, its Parent, or any of its Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed three (3) months,
unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any
Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax
purposes as a Nonstatutory Stock Option.


 


14.  Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent and distribution, and may be exercised,
during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will
contain such additional terms and conditions as the Administrator deems appropriate.


 


		15.	Adjustments; Dissolution or Liquidation; Merger or Change in
                                            Control.



 


(a) 
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities,
or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,
reclassification, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of
the Company affecting the Shares occurs (other than any ordinary cash dividends or other ordinary distributions), the Administrator,
in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will
adjust the number and class of shares of stock that may be delivered under the Plan, the number, class, and price of shares of stock
covered by each outstanding Award, the exercise price or base price of any outstanding Options or Stock Appreciation Rights, and the
numerical Share limits in Section 3 of the Plan.


 


(b) 
Dissolution or Liquidation. In the event of a proposed dissolution or liquidation of the Company, the Administrator will
notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been
previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 


(c)  Merger
or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change in
Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following
paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially
equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate
adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s
Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards
will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part
prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon
or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) Awards will be terminated in exchange for an
amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or
realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt,
if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been
attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the
Company without payment), or (B)  Award will be replaced with
other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking
any of the actions permitted under this Section 15(c), the Administrator will not be obligated to treat all Participants, all
Awards, all Awards held by a Participant, all Awards of the same type, or all portions of Awards, similarly in the transaction. No
provision of this Section 15 shall be given effect to the extent that such provision would cause any tax to become due under Section
409A of the Code.


 






    E-14


     


    

 


Unless otherwise provided in
an Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as
applicable, in the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the
Participant will fully vest in and have the right to exercise the Participant’s outstanding Option and Stock Appreciation
Right (or portion thereof) that is not assumed or substituted for, including Shares as to which such Award would not otherwise be
vested or exercisable, all restrictions on Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units and Other
Awards (or portions thereof) not assumed or substituted for will lapse, and, with respect to such Awards with performance-based
vesting (or portions thereof) not assumed or substituted for, all performance goals or other vesting criteria will be deemed
achieved at one hundred percent (100%) of target levels and all other terms and conditions met, in each case, unless specifically
provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of
its Subsidiaries or Parents, as applicable. In addition, if an Option or Stock Appreciation Right (or portion thereof) is not
assumed or substituted for in the event of a merger or Change in Control, the Administrator will notify the Participant in writing
or electronically that such Option or Stock Appreciation Right (or its applicable portion) will be exercisable for a period of time
determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right (or its applicable portion) will
terminate upon the expiration of such period.


 


For the purposes of this
subsection (c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received
in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock
Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit, Performance Share or Other Award, for each Share
subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or Change in Control.


 


Notwithstanding anything in this
subsection (c) to the contrary, and unless otherwise provided in an Award Agreement or other written agreement between the Participant
and the Company or any of its Subsidiaries or Parents, as applicable, an Award that vests, is earned or paid-out upon the satisfaction
of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals
without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s
post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


Notwithstanding anything in this
subsection (c) to the contrary, if a payment under an Award Agreement is subject to Section 409A and if the change in control definition
contained in the Award Agreement or other written agreement related to the Award does not comply with the definition of “change
in control” for purposes of a distribution under Section 409A, then any payment of an amount that otherwise is accelerated under
this Section will be delayed until the earliest time that such payment would be permissible under Section 409A without triggering any
penalties applicable under Section 409A.





 






    E-15


     


    

 


(d)   Outside
Director Awards. With respect to Awards granted to an Outside Director, in the event of a Change in Control, the Participant
will fully vest in and have the right to exercise Options and/or Stock Appreciation Rights as to all of the Shares underlying such
Award, including those Shares which would not be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock
Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will
be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, unless specifically
provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of
its Subsidiaries or Parents, as applicable.


 


		16.	Tax.



 


(a) 
Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof) or such
earlier time as any tax withholding obligations are due, the Company (or any of its Subsidiaries, Parents or affiliates employing or
retaining the services of a Participant, as applicable) will have the power and the right to deduct or withhold, or require a Participant
to remit to the Company (or any of its Subsidiaries, Parents or affiliates, as applicable), an amount sufficient to satisfy U.S. federal,
state, and local, non-U.S., and other taxes (including the Participant’s FICA or other social insurance contribution obligation)
required to be withheld with respect to such Award (or exercise thereof).


 


(b)  Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may
permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, check
or other cash equivalents, (ii)  electing to have the Company
withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be
withheld or such greater amount (including up to a maximum statutory amount) as the Administrator may determine if such amount would
not have adverse accounting consequences, as the Administrator determines in its sole discretion, (iii)  delivering
to the Company already-owned Shares having a fair market value equal to the statutory amount required to be withheld or such greater
amount (including up to a maximum statutory amount) as the Administrator may determine, in each case, provided the delivery of such
Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, (iv) selling
a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its
sole discretion (whether through a broker or otherwise) to satisfy any applicable withholding obligations, (v) any combination of
the foregoing methods of payment, or (vi) any other method of withholding determined by the Administrator and, to the extent
required by Applicable Laws or the Plan, approved by the Board or the Committee. The withholding amount will be deemed to include
any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by
using the maximum statutory rates applicable to the Participant with respect to the Award on the date that the amount of tax to be
withheld is to be determined or such greater amount as the Administrator may determine if such amount would not have adverse
accounting consequences, as the Administrator determines in its sole discretion. The fair market value of the Shares to be withheld
or delivered will be determined as of the date that the amount of taxes to be withheld is calculated.


 


(c)  Compliance
With Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or
comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral will not be subject to the
additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the
Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Section 409A and will be
construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the
Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Section 409A, the Award
will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant,
payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event
will the Company or any of its Subsidiaries or Parents have any obligation or liability under the terms of this Plan to reimburse,
indemnify, or hold harmless any Participant or any other person in respect of Awards, for any taxes, interest or penalties imposed,
or other costs incurred, as a result of Section 409A. Each installment payable under the Plan will constitute a separate payment for
purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A- 2(b)(2)(iii).


 






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17. No Effect on Employment
or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s
relationship as a Service Provider, nor interfere in any way with the Participant’s right or the right of the Company and its Subsidiaries
or Parents, as applicable, to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.


 


18. 
Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to
each Participant within a reasonable time after the date of such grant.


 


19. 
Term of Plan. The Plan shall come into existence upon its adoption by the Board and shall become effective on the date
of the closing of the transactions contemplated by the Business Combination Agreement by and among CHW Acquisition Corporation, CHW Merger
Sub Inc., and Wag Labs, Inc., dated as of February 2, 2022, subject to the approval of the holders of capital stock of the Company as
provided in Section 22 hereof. It will continue in effect until terminated under Section 20, but no Incentive Stock Options may be granted
after ten (10) years from the date adopted by the Board.


 


		20.	Amendment and Termination of the Plan.



 


(a) 
Amendment and Termination. The Administrator, at any time, may amend, alter, suspend or terminate the Plan.


 


(b) 
Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.


 


(c) 
Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will materially impair
the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be
in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 


		21.	Conditions Upon Issuance of Shares.



 


(a) 
Legal Compliance. Shares will not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting
of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval
of counsel for the Company with respect to such compliance.


 


(b) 
Investment Representations. As a condition to the exercise or vesting of an Award, the Company may require the person exercising
or vesting in such Award to represent and warrant at the time of any such exercise or vesting that the Shares are being acquired only
for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such
a representation is required.


 


22. 
Inability to Obtain Authority. If the Company determines it to be impossible or impractical to obtain authority from any
regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the
Shares under any U.S. state or federal law or non-U.S. law or under the rules and regulations of the U.S. Securities and Exchange Commission,
the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority,
registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance
and sale of any Shares hereunder, the Company will be relieved of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.





 






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23. 
 Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months
after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required
under Applicable Laws.


 


24.  Forfeiture
Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with
respect to an Award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the
occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Notwithstanding any provisions to the contrary under this Plan, an Award will be subject to the Company’s clawback policy as
may be established and/or amended from time to time to comply with Applicable Laws (including without limitation pursuant to the
listing standards of any national securities exchange or association on which the Company’s securities are listed or as may be
required by the Dodd-Frank wall Street Reform and Consumer Protection Act) (the “Clawback Policy”). The
Administrator may require a Participant to forfeit, return or reimburse the Company all or a portion of the Award and any amounts
paid thereunder pursuant to the terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. Unless
this Section 24 specifically is mentioned and waived in an Award Agreement or other document, no recovery of compensation under a
Clawback Policy or otherwise will constitute an event that triggers or contributes to any right of a Participant to resign for
 “good reason” or “constructive termination” (or similar term) under any agreement with the Company or any
Parent or Subsidiary of the Company.


 


25. 
Governing Law. The Plan will be governed by, and construed in accordance with, the laws of the State of Delaware without
regard to its conflict of law principles.


 


***


 


As adopted by the Board of Directors of Wag! Group
Co. on July 9, 2022.


 


As approved by the sole stockholder of Wag! Group Co. on July 9, 2022.


 








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