EX-10.2



 Exhibit 10.2 

ABPRO CORPORATION 
 Amended and
Restated 
 2014 Stock Incentive Plan 
  

	 	1.	Purpose. 

 The purpose of this Amended and Restated 2014 Stock Incentive Plan (the
“Plan”) is to secure for Abpro Corporation, a Delaware corporation (the “Company”) and its shareholders the benefits arising from capital stock ownership by employees, officers and directors of, and consultants or
advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company’s future growth and success. Under the Plan recipients may be awarded (i) Options (as defined in
Section 2(i)) to purchase the Company’s common stock, par value $0.01 per share (“Common Stock”), (ii) shares of Common Stock (“Restricted Stock Awards”), and (iii) Other
Stock-Based Awards (as defined in Section 2(iv)) (collectively, “Awards”). Except where the context otherwise requires, the term “Company” shall include any parent and all present and future
subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”). Those provisions of the Plan which make express reference to
Section 422 of the Code shall apply only to Incentive Stock Options (as that term is defined below). Appendix A to this Plan shall apply only to participants in the Plan who are residents of the State of California. 

 

	 	2.	Types of Awards and Administration. 

 (i) Options. Options granted pursuant to the
Plan (“Options”) shall be authorized by action of the board of directors of the Company (the “Board”) and may be either incentive stock options (“Incentive Stock Options”) meeting the requirements
of Section 422 of the Code or non-statutory Options which are not intended to meet the requirements of Section 422. All Options when granted are intended to be
non-statutory Options, unless the applicable Option Agreement (as defined in Section 5) explicitly states that the Option is intended to be an Incentive Stock Option. The vesting of
Options may be conditioned upon the completion of a specified period of employment with the Company and/or such other conditions or events as the Board may determine. The Board may also provide that Options are immediately exercisable subject to
certain repurchase rights in the Company dependent upon the continued employment of the optionee and/or such other conditions or events as the Board may determine. 

(ii) Incentive Stock Options. Incentive Stock Options may only be granted to employees of the Company. For so long as the Code shall so
provide, Options granted to any employee under the Plan (and any other incentive stock option plans of the Company) which are intended to constitute Incentive Stock Options shall not constitute Incentive Stock Options to the extent that such
Options, in the aggregate, become exercisable for the first time in any one calendar year for shares of Common Stock with an aggregate fair market value (determined as of the respective date or dates of grant) of more than $100,000. If an Option is
intended to be an Incentive Stock Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as
a non-statutory Option appropriately granted under the Plan provided that such Option (or portion thereof) otherwise meets the Plan’s requirements relating to
non-statutory Options. 







 (iii) Restricted Stock Awards. The Board in its discretion may grant Restricted Stock
Awards, entitling the recipient to acquire, for a purchase price determined by the Board, shares of Common Stock subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Stock”),
including continued employment and/or achievement of pre-established performance goals and objectives. 

(iv) Other Stock-Based Awards. The Board shall have the right to grant other awards based upon the Common Stock having such terms and
conditions as the Board may determine, including, without limitation, the grant of shares of Common Stock based upon certain conditions, the grant of securities convertible into Common Stock and the grant of warrants to purchase Common Stock, stock
appreciation rights, phantom stock awards or stock units (“Other Stock-Based Awards”). 
 (v) Administration. The
Plan shall be administered by the Board, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive. The Board may in its sole discretion authorize issuance of Restricted Stock, the grant of Options
and the issuance of shares upon exercise of such Options as provided in the Plan. The Board shall have authority, subject to the express provisions of the Plan, to construe Award Agreements and the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of Award Agreements, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of the Plan. The Board may correct any
defect or supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. No
director or person acting pursuant to authority delegated by the Board shall be liable for any action or determination under the Plan made in good faith. The Board may, to the full extent permitted by or consistent with applicable laws or
regulations, delegate any or all of its powers under the Plan to a committee (the “Committee”) appointed by the Board, and if the Committee is so appointed, to the extent of such delegation, all references to the Board in the Plan
shall mean and relate to such Committee, other than references to the Board in this sentence and in Section 18 (as to amendment or termination of the Plan) and Section 22. 

 

	 	3.	Eligibility. 

 Awards may be granted or issued, to persons who are, at the time of such
grant or issuance, employees, officers or directors of, or consultants or advisors to, the Company; provided, that the class of persons to whom Incentive Stock Options may be granted shall be limited to employees of the Company. 

(i) 10% Shareholder. If any employee to whom an Incentive Stock Option is to be granted is, at the time of the grant of such Option, the
owner of stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code) (a “Greater Than 10%
Shareholder”), any Incentive Stock Option granted to such individual must: (i) have an exercise price per share of not less than 110% of the fair market value of one share of Common Stock at the time of grant; and (ii) expire by
its terms not more than five years from the date of grant. 
  

	 	4.	Stock Subject to Plan. 

 Subject to adjustment as provided in
Section 14 below, the maximum number of shares of Common Stock which may be issued under the Plan is 3,500,000 shares (the “Share Reserve”). Subject to the Share Reserve and adjustment as provided in
Section 14 below, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be a number of shares of Common Stock equal to two multiplied by the Share
Reserve. If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such Option shall again be available for subsequent Awards under the Plan. If shares of Restricted








 
Stock or shares of Common Stock subject to Other Stock-Based Awards are forfeited to, or otherwise repurchased by, the Company pursuant to an Award Agreement, such repurchased shares shall again
be available for subsequent Awards under the Plan. If shares issued upon exercise of an Option are tendered to the Company in payment of the exercise price of an Option, such tendered shares shall again be available for subsequent Awards under the
Plan. 
  

	 	5.	Forms of Award Agreements. 

 (i) Award Agreements. Each Award recipient shall
execute an agreement (“Award Agreement” and in the case of an Option holder, an “Option Agreement”) in such form not inconsistent with the Plan as may be approved by the Board. Such Award Agreements may differ among
recipients. 
 (ii) “Lock-Up” Agreement. Unless the Board specifies otherwise, each
Award Agreement shall provide that upon the request of the Company or the managing underwriter(s) of any offering of securities of the Company that is the subject of a registration statement filed under the United States Securities Act of 1933, as
amended from time to time (the “Act”), the Award recipient shall, in connection therewith, agree in writing (in such form as the Company or such managing underwriter(s) shall request) to the general effect that for a period of time
(not to exceed 180 days, plus such additional number of days (not to exceed 35) as may reasonably be requested to enable the underwriter(s) of such offering to comply with Rule 2711(f) of the Financial Industry Regulatory Authority or any amendment
or successor thereto) from the effective date of the registration statement under the Act for such offering, the holder or purchaser will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any
shares of the common stock of the Company owned or controlled by him or her. 
  

	 	6.	Purchase Price. 

 (i) General. The exercise, purchase or strike price of any
Awards shall be determined by the Board, provided, however, that in the case of any Option, the exercise price shall not be less than 100% of the fair market value of such stock, as determined by the Board, at the time of grant of such Option, or
less than 110% of such fair market value in the case of any Incentive Stock Option granted to a Greater Than 10% Shareholder. 
 (ii)
Payment of Purchase Price. Option Agreements may provide for the payment of the exercise price by delivery of cash or a check to the order of the Company in an amount equal to the exercise price of such Options, or, to the extent provided in
the applicable Option Agreement, by one of the following methods: 
 (a) with the consent of the Board, by delivery to the Company of shares
of Common Stock; such surrendered shares shall have a fair market value equal in amount to the exercise price of the Options being exercised, 

(b) with the consent of the Board, a personal recourse note issued by the optionee to the Company in a principal amount equal to such
aggregate exercise price and with such other terms, including interest rate and maturity, as the Company may determine in its discretion; provided, however, that the interest rate borne by such note shall not be less than the lowest applicable
federal rate, as defined in Section 1274(d) of the Code, 
 (c) with the consent of the Board, if the class of Common Stock is
registered under the Securities Exchange Act of 1934 at such time, subject to rules as may be established by the Board, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company for the purchase price, 







 (d) with the consent of the Board, by reducing the number of Option shares otherwise issuable to
the optionee upon exercise of the Option by a number of shares of Common Stock having a fair market value equal to such aggregate exercise price, 

(e) with the consent of the Board, by any combination of such methods of payment. 

The fair market value of any shares of Common Stock or other non-cash consideration which may be
delivered upon exercise of an Option shall be determined by the Board. Award Agreements may provide for the payment of any purchase price in any manner approved by the Board at the time of authorizing the issuance thereof. 

 

	 	7.	Option Period. 

 Notwithstanding any other provision of the Plan or any Option Agreement,
each Option and all rights thereunder shall expire on the date specified in the applicable Option Agreement, provided that such date shall not be later than ten years after the date on which the Option is granted (or five years in the case of an
Incentive Stock Option granted to a Greater Than 10% Shareholder), and in either case, shall be subject to earlier termination as provided in the Plan or Option Agreement. 
  

	 	8.	Exercise of Options. 

 (i) General. Each Option shall be exercisable either in
full or in installments at such time or times and during such period as shall be set forth in the Option Agreement evidencing such Option, subject to the provisions of the Plan. To the extent not exercised, installments shall accumulate and be
exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. 
 (ii) Notice
of Exercise. An Option may be exercised by the optionee by delivering to the Company on any business day a written notice specifying the number of shares of Common Stock the optionee then desires to purchase and specifying the address to which
the certificates for such shares are to be mailed (the “Notice”), accompanied by payment for such shares. In addition, the Company may require any individual to whom an Option is granted, as a condition of exercising such Option, to
give written assurances (the “Investment Letter”) in a substance and form satisfactory to the Company to the effect that such individual is acquiring the Common Stock subject to the Option for his or her own account for investment
and not with a view to the resale or distribution thereof, and to such other effects as the Company deems necessary or advisable in order to comply with any securities law(s). 

(iii) Delivery. As promptly as practicable after receipt of the Notice, the Investment Letter (if required) and payment, the Company
shall deliver or cause to be delivered to the optionee certificates for the number of shares with respect to which such Option has been so exercised, issued in the optionee’s name; provided, however, that such delivery shall be deemed effected
for all purposes when the Company or a stock transfer agent shall have deposited such certificates in the United States mail, addressed to the optionee, at the address specified in the Notice. 

 

	 	9.	Nontransferability of Options. 

 No Option shall be assignable or transferable by the
person to whom it is granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution. During the life of an optionee, an Option shall be exercisable only by the optionee. 







 10. Termination of Employment; Disability; Death. Except as may be otherwise expressly
provided in the terms and conditions of the Option Agreement, Options shall terminate on the earliest to occur of: 
  

	 	(i)	the date of expiration thereof; 

  

	 	(ii)	immediately after termination of the optionee’s employment with, or provision of services to, the Company by the Company for Cause (as hereinafter defined); 


 

	 	(iii)	90 days after the date of voluntary termination of the optionee’s employment with, or provision of services to, the Company by the optionee (other than for death or permanent disability as defined below); or


  

	 	(iv)	90 days after the date of termination of the optionee’s employment with, or provision of services to, the Company by the Company without Cause (other than for death or permanent disability as defined below).


 Until the date on which the Option so expires, the optionee may exercise that portion of his or her Option which is
exercisable at the time of termination of the employment or service relationship. 
 An employment or service relationship between the
Company and the optionee shall be deemed to exist during any period during which the optionee is employed by or providing services to the Company. Whether an authorized leave of absence or an absence due to military or government service shall
constitute termination of the employment relationship between the Company and the optionee shall be determined by the Board at the time thereof. 

For purposes of this Section 10, the term “Cause” shall mean (a) any material breach by the optionee
of any agreement to which the optionee and the Company are both parties, (b) any act (other than retirement) or omission to act by the optionee which may have a material and adverse effect on the Company’s business or on the
optionee’s ability to perform services for the Company, including, without limitation, the commission of any crime (other than minor traffic violations), or (c) any material misconduct or material neglect of duties by the optionee in
connection with the business or affairs of the Company. An optionee’s employment shall be deemed to have been terminated for Cause if the Company determines within thirty (30) days of the termination of employment (whether such termination
was voluntary or involuntary) that termination for Cause was warranted. 
 In the event of the permanent and total disability or death of an
optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or 180 days following the date of such disability or death. After
disability or death, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom this option may be transferred by will or by laws of descent and distribution) shall have the right, at any time prior to
such termination of an Option, to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death. An optionee is permanently and totally disabled if he or she is unable to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; permanent and total disability shall be determined in
accordance with Section 22(e)(3) of the Code and the regulations issued thereunder. 







 11. Rights as a Shareholder. The holder of an Option shall have no rights as a shareholder
with respect to any shares covered by the Option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock
certificate to him or her for such shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 

12. Additional Provisions. The Board may, in its sole discretion, include additional provisions in Award Agreements, including, without
limitation, restrictions on transfer, rights of the Company to repurchase shares of Restricted Stock or shares of Common Stock acquired upon exercise of Options, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer
other property to optionees upon exercise of Options, or such other provisions as shall be determined by the Board; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional
provisions shall not be such as to cause any Incentive Stock Option to fail to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code. 

13. Acceleration, Extension, Etc. The Board may, in its sole discretion, (i) accelerate the date or dates on which all or any
particular Option or Options may be exercised or (ii) extend the period or periods of time during which all, or any particular, Option or Options may be exercised. 
  

	 	14.	Adjustment Upon Changes in Capitalization 

 (i) No Effect of Awards upon Certain
Corporate Transactions. The existence of outstanding Awards shall not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s
capital structure or its business, or any merger or consolidation, or any issue of Common Stock, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 

(ii) Adjustment Provisions. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of
the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are increased, decreased or exchanged for a different
number or kind of shares or other securities of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect
to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (a) the maximum number and kind of shares reserved for issuance under the Plan, (b) the number and kind of shares or other
securities subject to any then outstanding Awards, and (c) the price for each share or other security subject to any then outstanding Options, so that upon exercise of such Options, in lieu of the shares of Common Stock for which such Options
were then exercisable, the relevant optionee shall be entitled to receive, for the same aggregate consideration, the same total number and kind of shares or other securities, cash or property that the owner of an equal number of outstanding shares
of Common Stock immediately prior to the event requiring adjustment would own as a result of the event. If any such event shall occur, appropriate adjustment shall also be made in the application of the provisions of this
Section 14 and Section 15 with respect to Awards and the rights of holders of Awards after the event so that the provisions of such Sections shall be applicable after the event and be as nearly
equivalent as practicable in operation after the event as they were before the event. 







 (iii) No Adjustment in Certain Cases. Except as hereinbefore expressly provided, the issue
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock then subject
to outstanding Awards. 
 (iv) Board Authority to Make Adjustments. Any adjustments under this Section 14
will be made by the Board, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares will be issued under the Plan on account of any such adjustments. 

 

	 	15.	Effect of Certain Transactions 

 (i) General. Except as provided in any Award
Agreement to the contrary, if the Company is merged with or into or consolidated with another corporation under circumstances where the shareholders of the Company immediately prior to such merger or consolidation do not own after such merger or
consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if shares representing fifty percent (50%) or more of the voting power of the Company
are transferred to an Unrelated Third Party, as hereinafter defined, or if the Company is liquidated, or sells or otherwise disposes of all or substantially all its assets (each such transaction is referred to herein as a “Change in Control
Transaction”), the Board, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to some or all outstanding Awards (and need not take
the same action as to each such Award): (i) provide that such Options shall be assumed, or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such Options substituted for
Incentive Stock Options shall meet the requirements of Section 424(a) of the Code, (ii) upon written notice to the optionees, provide that all unexercised Options will terminate immediately prior to the consummation of the Change in
Control Transaction unless exercised by the optionee to the extent otherwise then exercisable within a specified period following the date of such notice, (iii) upon written notice to the grantees, provide that all unvested shares of Restricted
Stock shall be repurchased at cost, (iv) make or provide for a cash payment to the optionees equal to the difference between (A) the fair market value of the per share consideration (whether cash, securities or other property or any
combination of the above) the holder of a share of Common Stock will receive upon consummation of the Change in Control Transaction (the “Per Share Transaction Price”) times the number of shares of Common Stock subject to
outstanding vested Options (to the extent then exercisable at prices not equal to or in excess of the Per Share Transaction Price) and (B) the aggregate exercise price of such outstanding vested Options, in exchange for the termination of such
Options, or (v) provide that all or any outstanding Options shall become exercisable and all or any outstanding Awards shall vest in part or in full immediately prior to such event. To the extent that any Options are exercisable at a price
equal to or in excess of the Per Share Transaction Price, the Board may provide that such Options shall terminate immediately upon the consummation of the Change in Control Transaction without any payment being made to the holders of such Options.
“Unrelated Third Party” shall mean any person who is not, on the date of adoption of this Plan by the Board, a holder of stock of any class or preference or any stock option of the Company. 

(ii) Substitute Options. The Company may grant Options in substitution for options held by employees, officers or directors of, or
consultants or advisors to, another corporation who become employees, officers or directors of, or consultants or advisors to, the Company, as the result of a merger or consolidation of the employing corporation with the Company or as a result of
the acquisition by the Company, of property or stock of the employing corporation. The Company may direct that substitute Options be granted on such terms and conditions as the Board considers appropriate in the circumstances. 







 (iii) Restricted Stock. In the event of a business combination or other transaction of the
type detailed in Section 15.1, any securities, cash or other property received in exchange for shares of Restricted Stock shall continue to be governed by the provisions of any Award Agreement pursuant to which they were
issued, including any provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board may direct, to insure compliance with the terms of any such Award Agreement 

(iv) Other Stock-Based Awards. In the event of a business combination or other transaction of the type detailed in
Section 15.1, any securities, cash or other property received in exchange for Other Stock-Based Awards shall continue to be governed by the provisions of any Award Agreement pursuant to which they were issued, including any
provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board may direct, to insure compliance with the terms of any such Award Agreement. The Board, or the board of directors of any
corporation assuming obligations of the Company, may, in its discretion, (i) provide for the assumption or substitution of Other Stock-Based Awards by the acquiring or succeeding corporation (or an affiliate thereof) or (ii) cancel or
arrange for the cancellation of Other Stock-Based Awards, including any restricted stock units, to the extent not vested or not exercised prior to the effective time of the Change in Control Transaction, in exchange for such cash consideration
(including no consideration) as the Board, in its sole discretion, may consider appropriate 
 16. No Special Employment Rights.
Nothing contained in the Plan or in any Award Agreement shall confer upon any Award recipient any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to
terminate such employment or to increase or decrease his or her compensation. 
 17. Other Employee Benefits. The amount of any
compensation deemed to be received by an employee as a result of any Award will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus,
pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board. 
 18.
Amendment of the Plan. 
 The Board may at any time, and from time to time, modify or amend in any respect or terminate the Plan. If
shareholder approval is not obtained within twelve months after any amendment increasing the number of shares authorized under the Plan or changing the class of persons eligible to receive Options under the Plan, no Options granted pursuant to such
amendments shall be deemed to be Incentive Stock Options and no Incentive Stock Options shall be issued pursuant to such amendments thereafter. 

The termination or any modification or amendment of the Plan shall not, without the consent of the Award recipient, adversely affect his or
her rights under an Award previously granted to him or her. With the consent of the Award recipient affected, the Board may amend outstanding Award Agreements in a manner not inconsistent with the Plan. 

19. Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to the Award recipient, any federal,
state or local taxes of any kind required by law to be withheld with respect to the Award. Prior to delivery of any Common Stock pursuant to the terms of this Plan, the Board has the right to require that the Award recipient remit to the Company an
amount sufficient to satisfy any minimum tax withholding obligation. Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the obligor may elect to satisfy any minimum withholding obligations, in
whole or in part, (i) by causing the Company to withhold shares 







 
of Common Stock otherwise issuable, (ii) by delivering to the Company a sufficient number of shares of Common Stock, or (iii) such other method as may be set forth in the Award
Agreement. The shares so withheld shall have a fair market value equal to such minimum withholding obligation. The fair market value of the shares used to satisfy such minimum withholding obligation shall be determined by the Company as of the date
that the amount of tax to be withheld is to be determined. A person who has made an election pursuant to this Section 19 may only satisfy his or her withholding obligation with shares of Common Stock which are not subject
to any repurchase, forfeiture, unfulfilled vesting or other similar restrictions. 
  

	 	20.	Effective Date and Duration of the Plan. 

 (i) Effective Date. The Plan shall
become effective when adopted by the Board. If shareholder approval is not obtained within twelve months after the date of the Board’s adoption of the Plan, no Options previously granted under the Plan shall be deemed to be Incentive Stock
Options and no Incentive Stock Options shall be granted thereafter. Amendments to the Plan not requiring shareholder approval shall become effective when adopted by the Board. Amendments requiring shareholder approval shall become effective when
adopted by the Board, but if shareholder approval is not obtained within twelve months of the Board’s adoption of such amendment, any Incentive Stock Options granted pursuant to such amendment shall be deemed to be non-statutory Options provided that such Options are authorized by the Plan. Subject to this limitation, Options may be granted under the Plan at any time after the effective date and before the date fixed for
termination of the Plan. 
 (ii) Termination. Unless sooner terminated by action of the Board, the Plan shall terminate upon the close
of business on the day next preceding the tenth anniversary of the date of its adoption by the Board. 
 21. Provision for Foreign
Participants. The Board may, without amending the Plan, modify the terms of Award Agreements to differ from those specified in the Plan with respect to participants who are foreign nationals or employed outside the United States to recognize
differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. 

22. Requirements of Law. The Company shall not be required to sell or issue any shares under any Award if the issuance of such shares
shall constitute a violation by the Award recipient, or by the Company of any provision of any law or regulation of any governmental authority. In addition, in connection with the Act, the Company shall not be required to issue any shares upon
exercise of any Option unless the Company has received evidence satisfactory to it to the effect that the holder of such Option will not transfer such shares except pursuant to a registration statement in effect under the Act or unless an opinion of
counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Board shall be final, binding and conclusive.
In the event the shares issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for
the Company considers necessary or advisable to comply with the Act or any such state or other securities law. The Company may register, but in no event shall be obligated to register, any securities covered by the Plan pursuant to the Act; and in
the event any shares are so registered the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option, the grant of any Award
or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 







 23. Conversion of Incentive Stock Options into
Non-Qualified Options; Termination. The Board, with the consent of any optionee, may in its discretion take such actions as may be necessary to convert such optionee’s Incentive Stock Options (or any
installments or portions of installments thereof) that have not been exercised on the date of conversion into non-statutory Options at any time prior to the expiration of such Incentive Stock Options,
regardless of whether the optionee is an employee of the Company or a parent or subsidiary of the Company at the time of such conversion. At the time of such conversion, the Board (with the consent of the optionee) may impose such conditions on the
exercise of the resulting non-statutory Options as the Board in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in this Plan shall be deemed to
give any optionee the right to have such optionee’s Incentive Stock Options converted into non-statutory Options, and no such conversion shall occur until and unless the Board takes appropriate action.
The Board, with the consent of the optionee, may also terminate any portion of any Incentive Stock Option that has not been exercised at the time of such termination. 

24. Non-Exclusivity of this Plan; Non-Uniform
Determinations. Neither the adoption of this Plan by the Board nor the approval of this Plan by the shareholders of the Company shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements
as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. 

The determinations of the Board under this Plan need not be uniform and may be made by it selectively among persons who receive or are eligible
to receive Awards under this Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Board shall be entitled, among other things, to make non-uniform
and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards under this Plan, (b) the terms and provisions of Awards,
(c) the exercise by the Board of its discretion in respect of the exercise of Options pursuant to the terms of this Plan, and (d) the treatment of leaves of absence pursuant to Section 10 hereof. 

25. Governing Law. This Plan and each Award shall be governed by the laws of The Commonwealth of Massachusetts, without regard to its
principles of conflicts of law. 
  

	
	Originally Adopted: February 3, 2014
	
	Amended and Restated: March 21, 2018









 APPENDIX A 

TO ABPRO CORPORATION 2014 STOCK INCENTIVE PLAN 

FOR CALIFORNIA RESIDENTS ONLY 

This Appendix to the Abpro Corporation Amended and Restated 2014 Stock Incentive Plan (the “Plan”) shall have application
only to participants in the Plan who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding any provision
contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Awards granted to residents of the State of California, until such time as the Common Stock becomes subject to
registration under the Securities Act of 1933: 
 1. Awards shall be nontransferable other than by will or the laws of descent and
distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Board, in its discretion, may permit distribution of an Award to an inter vivos or testamentary trust in which the Award is to be passed to
beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in Rule 16a-1(e) of the United States Exchange Act of 1934. 

2. Unless employment is terminated for Cause, the right to exercise an Option in the event of termination of employment, to the extent that the
optionee is otherwise entitled to exercise an Option on the date employment terminates, shall be 
  

	 	(a)	at least six months from the date of termination of employment if termination was caused by death or permanent disability; and 

  

	 	(b)	at least 30 days from the date of termination if termination of employment was caused by other than death or permanent disability; 

  

	 	(c)	but in no event later than the remaining term of the Option. 

 3. Any Award exercised before
shareholder approval is obtained shall be rescinded if shareholder approval is not obtained within 12 months of the Board’s adoption of the Plan.