Exhibit
10.1


 


Amesite
Inc.

2017 Equity Incentive Plan


 


1. Purposes
of the Plan. The purposes of this Plan are:


 


	 	☐	to
    attract and retain the best available personnel for positions of substantial responsibility,


 


	 	☐	to
    provide additional incentive to Employees, Directors and Consultants, and


 


	 	☐	to
    promote the success of the Company’s business.


 


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


 


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 requirements relating to the administration of equity-based awards 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 foreign 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 Restricted
Stock Units.


 


(d) “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each 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. The date on which 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, first constitutes more than
50% of the total voting power of the stock of the Company; or


 


(ii) Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the
Exchange Act, 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 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 clause (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 12-month period ending
on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market
value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions. 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 Section 2(f), 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: (i) unless the transaction qualifies as a change in
control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed
or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder
from time to time, or (ii) if its sole purpose is to change the state of the Company’s incorporation, or (iii) its sole
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, or (iv) if it results from a private financing of the Company that is approved
by the Board.


 


(g) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any
successor or amended section of the Code.


 


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


 


(i) “Common
Stock” means the Class A common stock of the Company.


 


(j) “Company”
means Amesite Inc., a Delaware corporation, or any successor thereto.


 


(k) “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or majority-owned Subsidiary of the Company or a Parent,
to render services to such entity; provided that (i) the consultant or adviser renders bona fide services to the Company
or any Parent or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in connection with
the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market
for the Company’s securities; and (iii) the consultant or adviser is a natural person.


 


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


 


(m) “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), 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.


 






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(n) “Employee”
means any person, including any officer or Director, that is an employee of the Company or any Parent or Subsidiary of the Company,
(as “employee” is defined in accordance with Section 3401(c) of the Code). Neither service as a Director nor payment
of a director’s fee by the Company shall be sufficient, by itself, to constitute “employment” by the Company.


 


(o) “Exchange
Act” means the Securities Exchange Act of 1934, as amended or any successor statute or statutes thereto. Reference
to any particular Exchange Act section shall include any successor section.


 


(p) “Equity
Restructuring” shall mean a non-reciprocal transaction between the Company and its stockholders, such as a stock
dividend, stock split, spin-off, rights offering, or a recapitalization through a large, nonrecurring cash dividend, that affects
the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes
a change in the per share value of the Common Stock underlying outstanding awards granted under the Plan.


 


(q) “Exercise
Notice” means a notice in the form attached hereto as Exhibit A or such other form as the Administrator may
from time to time determine, on advice of counsel.


 


(r) “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 reduced or increased. The Administrator
will determine the terms and conditions of any Exchange Program in its sole discretion.


 


(s) 
“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, its Fair Market Value will be the closing
sales price for a share of such Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
on the day of determination, or if no closing bid price was reported for such date, the first date prior to such date during which
closing bid prices was quoted for such Common Stock 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 date 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.


 


(t) “Incentive
Stock Option” or “ISO” means an Option that by its terms qualifies and is otherwise intended
to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.


 






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(u) “Investment
Representation Statement” means the Investment Representation Statement attached hereto as Exhibit B, or
such other form as the Administrator may from time to time determine, on advice of counsel.


 


(v) “Maximum
Pool Size” means 1,000,000 Shares.


 


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


 


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


 


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


 


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


 


(aa)“Period
of Restriction” means the period 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.


 


(bb)“Plan”
means this 2017 Equity Incentive Plan.


 


(cc)“Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or
issued pursuant to the early exercise of an unvested Option.


 


(dd)“Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted
pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(ee)“Securities
Act” means the Securities Act of 1933, as amended or any successor statute or statutes thereto. Reference to any
particular Exchange Act section shall include any successor section.


 


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


 


(gg)“Share”
means one share of Common Stock, as adjusted in accordance with Section 13 of the Plan.


 


(hh)“Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7
is designated as a Stock Appreciation Right.


 


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


 


3. Stock
Subject to the Plan.


 


(a) Stock
Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares
that may be subject to Awards and sold under the Plan is equal to the Maximum Pool Size. The Shares may be authorized but unissued,
or reacquired Common Stock.


 






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(b) 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 or Restricted Stock Units, is forfeited to or repurchased by the Company
due to the failure to vest, 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 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 have actually 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 or Restricted Stock Units are repurchased by the Company or are
forfeited to the Company due to the 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, such 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 13, 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 Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance
under the Plan pursuant to Section 3(b).


 


(c) Share
Reserve. The Company, during the term of this Plan, will at all times 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. Unless and until the Board delegates administration to a Committee as set forth below, the Plan shall
be administered by the Board.


 


(ii) Committees.
The Board may delegate administration of the Plan to a Committee or Committees of 1 or more members of the Board, and the term
“Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated
to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed
by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in the Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to
such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board
and one or more different Committees with respect to different groups of Service Providers may administer the Plan. The Board
may abolish the Committee at any time and revest in the Board the administration of the Plan. Appointment of Committee members
shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the
Board. Vacancies in the Committee may only be filled by the Board.


 


(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, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i) to
determine the Fair Market Value;


 


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


 


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


 


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


 


(v) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such 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) to
determine whether to institute, to institute and to determine the terms and conditions of any Exchange Program;


 


(vii) to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii) to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable
foreign laws;


 


(ix) to
modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary
authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject
to Section 6(d));


 


(x) to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;


 


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


 


(xiii) to
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.


 


5. Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to any Service
Provider, as determined by the Administrator. Incentive Stock Options may be granted only to Employees.


 






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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 in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term
of the Option, 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) Designation
as ISO or NSO; Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. Notwithstanding such designation, however, 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), (i) Incentive Stock Options will
be taken into account in the order in which they were granted, (ii) the Fair Market Value of the Shares will be determined as
of the time the Option with respect to such Shares is granted, and (iii) the calculation will be performed in accordance with
Code Section 422 and Treasury Regulations promulgated thereunder. If the Code is amended to provide for a different limitation
from that set forth in the preceding sentence, such different limitation shall be deemed incorporated herein effective as of the
date and with respect to such Options as required or permitted by such amendment to the Code.


 


(d) Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be
no more than 10 years from the date of grant thereof. 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 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 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 the exercise of an Option will be determined by
the Administrator, but will be no less than 100% of the Fair Market Value per Share on the date of grant. In addition, in the
case of an Incentive Stock Option granted to an Employee who owns stock representing more than 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 110% of the Fair
Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options
may be granted with a per Share exercise price of less than 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, Code Section 424(a).


 


(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.


 






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(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: (A) cash; (B) check; (C) promissory note, to the extent
permitted by Applicable Laws, (D) 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 further that
accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in
its sole discretion; (E) consideration received by the Company under cashless exercise program (whether through a broker or otherwise)
implemented by the Company in connection with the Plan; (F) by net exercise, (G) such other consideration and method of payment
for the issuance of Shares to the extent permitted by Applicable Laws, or (H) any combination of the foregoing methods of payment.
In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration
may be reasonably expected to benefit the Company.


 


(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, and in all cases any fractional shares shall be rounded down to the nearest whole
share.


 


An
Option will be deemed exercised when the Company receives:


 


(A)
 written or electronic notice of exercise (in such form as the Administrator may specify
from time to time) from the person entitled to exercise the Option, and


 


(B)
 full payment for the Shares with respect to which the Option is exercised (together
with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Award Agreement and the Plan; and


 


(C) 
Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance
with Applicable Laws. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate
to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop transfer notices
to agents and registrars; and


 


(D) Upon
the exercise of all or a portion of an unvested Option, an executed Restricted Stock Purchase Agreement in a form determined by
the Administrator and signed by the Participant or other person then entitled to exercise the Option or such portion of the Option;
and


 


(E) An
executed signature page to any other agreement between the Company and its security holders that by its terms requires the stockholders
of the Company (or its Parent or Subsidiaries) to become party to such Agreement; and


 


(F) In
the event that the Option shall be exercised hereof by any person or persons other than the Participant, appropriate proof of
the right of such person or persons to exercise the Option.


 






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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 13
of the Plan.


 


Subject
to any subsequent repurchase by the Company of unvested shares, 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 Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within
30 days of termination, or such longer period of time as is specified in the Award Agreement (but in no event later than the expiration
of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination.
Unless otherwise provided by the Administrator, if on the date of termination 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 and become once again available for issuance
hereunder. If after termination 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 and become once again available for issuance
hereunder.


 


(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 six (6) months of termination, or such longer period of time as is specified in the Award
Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent
the Option is vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination
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 and become once again available for issuance hereunder. If after termination 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 and become once again available for issuance hereunder.


 


(iv) Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following
the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on
the date of death, by the Participant’s designated beneficiary, provided that such beneficiary has been designated
prior to the Participant’s death in a form acceptable to the Administrator. 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. Unless otherwise provided by the Administrator, if at the time of death 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 and become
once again available for issuance hereunder. 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 and become once again available for issuance hereunder.


 






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(g) Regulatory
Extension. A Participant’s Option Agreement may provide that if the exercise of the Option following the termination
of the Participant’s status as a Service Provider would be prohibited at any time solely because the issuance of shares
would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the
expiration of the term of the Option set forth in Section 6(d) hereof or (ii) the expiration of a period of 3 months after
the termination 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.


 


(h) Early
Exercisability. The Administrator may provide in the terms of a Participant’s Option Agreement that the Participant’s
may, at any time before the Participant’s status as a Service Provider terminates, exercise the Option in whole or in part
prior to the full vesting of the Option; provided, however, that Shares acquired upon exercise of an Option which has not
fully vested may be subject to any forfeiture, transfer, or other restrictions consistent with or permitted by this Plan as the
Administrator may determine in its sole discretion.


 


(i) Buyout
Provisions. The Administrator may at any time offer to buyout for a payment in cash or Shares, an Option previously granted,
based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such
offer is made.


 


7. 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 Shares subject to any Award of Stock
Appreciation Rights.


 


(c) Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received
upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and
will be no less than 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 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 by multiplying:


 


(i) The
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 






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


 


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


 


8. 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 Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b) Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, 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.


 


(c) Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the 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 8, 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 the 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 the 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 the 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.


 


9. 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, 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.


 






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(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, business unit, or individual goals (including,
but not limited to, continued employment or service), 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 in cash, Shares, or a combination of both.


 


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


 


10. Compliance
With Code 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 Code 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 Code 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 Code Section 409A the Award will
be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant,
payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.
Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any this Plan or
any Award hereunder may be subject to Section 409A of the Code and related Department of Treasury regulations and other interpretive
guidance issued thereunder, the Administrator may adopt such amendments to the Plan and the applicable agreement or adopt other
policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that
the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve
the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section
409A of the Code and related Department of Treasury regulations and other interpretive guidance thereunder and thereby avoid the
application of any penalty taxes under such Section.


 


11. Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will
be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (a) any leave of
absence approved by the Company or (b) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary.
For purposes of Incentive Stock Options, no such leave may exceed 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 6 months following the 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.


 






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12. Limited
Transferability of Awards.


 


(a) Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred 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 may only be transferred (i) by will, (ii)
by laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act.


 


(b) Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the
Administrator determines that it is, will, or may no longer be relying upon the exemption from registration under the Exchange
Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject
to the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering
into any short position, any “put equivalent position” or any “call equivalent position” (as defined in
Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons who are “family
members” (as defined in Rule 701(c)(3) of the Securities Act through gifts or domestic relations orders, or (ii) an
executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing sentence,
the Administrator, in its sole discretion, may determine to permit transfers (i) to the Company or (ii) in connection with a Change
in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).


 


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


 


(a) Adjustments.
In the event that any Equity Restructuring including without limitation 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, 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, 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 that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding
Award; provided, however, that the Administrator will make such adjustments to an Award required by applicable exemptions
to state or federal securities laws to the extent the Company is relying upon such exemption with respect to the Award.


 


(b) Dissolution
or Liquidation. In the event of the 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 or Change in Control, each outstanding Award will be treated as the Administrator
determines in its sole and absolute discretion and 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 (subject to the provisions of the next paragraph); (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 of Change in Control; (iv) (A) an Award 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) an 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 13(c), the Administrator will not be obligated
to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.


 






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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 all of his or her outstanding Options and Stock Appreciation Rights, including Shares
as to which such Awards would not otherwise 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 100% of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation
Right is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant
in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by
the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such
period.


 


For
the purposes of this Section 13(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, 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 Section 13(c) to the contrary, 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, that 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 Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A
and if the change in control definition contained in the Award Agreement does not comply with the definition of “change
of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise
accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A
without triggering any penalties applicable under Code Section 409A.


 






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(d) Further
Provisions and Limitations. Subject to Section 3 hereof, the Administrator may, in its sole discretion, include such
further provisions and limitations in any Option, Stock Purchase Right, Restricted Stock Purchase Agreement, or certificate, as
it may deem equitable and in the best interests of the Company.


 


(e) No
Effect or Restrictions. Neither the Plan nor any Award shall affect or restrict in any way the right or power of the Company
or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the
Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options,
warrants, or rights to purchase stock or of bonds, debentures, preferred, or prior preference stocks whose rights are superior
to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, 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 nor shall it confer upon any party any rights as a stockholder.


 


14. Tax
Withholding.


 


(a) Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have
the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, local, foreign or other taxes (including the Participant’s FICA 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,
(ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory
amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory
amount required to be withheld (provided that the delivery of such Shares will not result in any adverse accounting consequences)
as the Administrator determines in its sole discretion, or (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)
equal to the amount required to be withheld. The amount of the withholding requirement 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
federal, state or local marginal income tax 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. The Fair Market Value of the Shares to be withheld or delivered will be determined
as of the date that the taxes are required to be withheld.


 


15. 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 with the Company, nor will they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted
by Applicable Laws.


 


16. 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.


 






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17. Term
of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. No
Options or Stock Purchase Rights may be issued under the Plan after the 10th anniversary of the earlier of (a) the date upon which
the Plan is adopted by the Board or (b) the date the Plan is approved by the stockholders.


 


18. Amendment
and Termination of the Plan.


 


(a) Amendment
and Termination. The Board may at any time 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 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.


 


19. Conditions
Upon Issuance of Shares.


 


(a) Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise 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 of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased 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. The form of
Investment Representation Statement, or any successor thereto approved by the Administrator in accordance with the terms of this
Plan, shall be delivered in such circumstances.


 


(c) Additional
Agreements. As a condition to the exercise of an Award, the Company may require the person exercising such Award to enter
into one or more Stockholder Agreements that are made generally applicable to the holders of Common Stock of the Company in their
capacity as such provided that the Company is then under an obligation to cause new holders of Common Stock to execute such agreements.
Copies of such Stockholder Agreements are available at no charge and upon request.


 


20. Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance of any Awards and/or the issuance and
sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority will not have been obtained.


 


21. Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within 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.


 






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22. Information
to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan is 500
or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii) the date
that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until
such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no
longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information
to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information
described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every 6 months
with the financial statements being not more than 180 days old and with such information provided either by physical or electronic
delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site
that may be password-protected and of any password needed to access the information. The Company may request that Participants
agree to keep the information to be provided pursuant to this Section confidential. If a Participant does not agree to keep the
information to be provided pursuant to this Section confidential, then the Company will not be required to provide the information
unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.


 


23. Stockholder
Agreements. From time to time the Company may enter into agreements pursuant to which it is required to cause its stockholders
to become party to such agreements (“Stockholder Agreements”). Among other things, such agreements may
include provisions that include additional restrictions on transfer, rights of first refusal and/or co-sale, the obligation to
vote for directors that are designated by others, and the obligation to vote in favor of (and not exercise any dissenters or appraisal
rights in respect of) and otherwise take such actions as are necessary to complete, an acquisition of the Company (whether by
way of stock purchase, merger, sale of assets or otherwise). It shall be a condition to the exercise of the Option that the Participant
enter into all such agreements upon request by the Company, copies of which will be provided prior to the effectiveness of the
exercise.


 


24. Repurchase
Provisions. The Administrator in its sole discretion may provide that the Company may repurchase Shares acquired upon exercise
of an Award upon the occurrence of certain specified events, including, without limitation, a Participant’s termination
as a Service Provider, divorce, bankruptcy, or insolvency; provided, however, that any such repurchase right shall be set
forth in the applicable Award Agreement or in another agreement referred to in such agreement.


 






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25. Rules
Particular To Specific Countries.


 


(a) Generally.
To the extent required by the Company, each Participant agrees that he or she shall enter into an election with the Company or
a Subsidiary (in a form approved by the Company) under which any Tax Liability (as defined below) including, but not limited to,
National Insurance Contributions (“NICs”) and any Fringe Benefit Tax (“FBT”),
is transferred to and met by the Plan participant. For purposes of this Section 25, Tax Liability shall mean any and all
liability under applicable non-U.S. laws, rules, or regulations, from any income tax, the Company’s (or a Subsidiary’s)
NICs, FBT, or similar liability, and the Service Provider’s NICs, FBT, or similar liability under applicable non-U.S. law
that are attributable to: (i) the grant, vesting, or exercise of, or any other benefit derived by the Plan participant from an
Award; (ii) the acquisition by the Plan participant of the Shares on exercise of an Option or the acquisition by the Plan participant
of the Shares pursuant to any Award Agreement; or (iii) the disposal of any Shares acquired by the Plan participant pursuant to
any Award granted under the Plan.


 


(b) Addendum.
Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Service Providers who are
tax residents of a particular country other than the United States may be subject to an addendum to the Plan in the form of an
Appendix. To the extent that the terms and conditions set forth in an Appendix conflict with any provisions of the Plan, the provisions
of the Appendix shall govern. The adoption of any such Appendix shall be pursuant to Section 18 above.


 


26. Legends;
Restrictions on Transfer. The Shares issuable under the Plan are or may be subject to restrictions arising under the Plan,
this Award Agreement, the bylaws of the Company, the Certificate of Incorporation of the Company, and Stockholder Agreements.
The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel
deems necessary or appropriate in order to comply with such transfer restrictions and/or applicable securities law.


 






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Exhibit
A


 


Amesite
Inc.

2017 Equity Incentive Plan


 


Exercise
Notice


  


Amesite
Inc. 


Attention:
Corporate Secretary


 


1. Exercise
of Option. Effective as of the Exercise Effective Date set forth in the signature page below, the undersigned individual (“Participant”)
hereby elects to exercise Participant’s option (the “Option”) to purchase the number of shares
of the Common Stock reflected in the signature page below (the “Shares”) of Amesite Inc. (the “Company”)
under and pursuant to, and be subject to the terms and conditions of, the 2017 Equity Incentive Plan (the “Plan”),
the Stock Option Agreement and this Exercise Notice.


 


2. Delivery
of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


 


3. Representations
of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.


 


4. Rights
as Stockholder. 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), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued
to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall
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 13
of the Plan.


 


5. Market
Standoff. If requested by the Company and an underwriter of Common Stock (or other securities) of the Company, Participant
shall not sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging
or similar transaction with the same economic effect as a sale, of any Common Stock (or other securities) of the Company held
by such stockholder (other than those included in the registration) during the period from the filing of a registration statement
of the Company filed under the Securities Act that includes securities to be sold on behalf of the Company to the public in an
underwritten public offering under the Securities Act through the end of the 180-day period following the effective date of the
registration statement (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions
including, but not limited to, FINRA Rule 2241, if applicable, or any similar or successor provisions or amendments thereto).


 


Participant
agrees, as a condition of acquiring such Shares, to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto.
In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the
Company, Participant shall provide, within 10 days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration
statement filed under the Securities Act. The obligations described in this Section 5 shall not apply to a registration
relating solely to employee benefit plans on Form S-l or Form S-8 or similar forms that may be promulgated in the future, or a
registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company
may impose stop-transfer instructions and may stamp each such certificate with the third legend set forth in Section 8
with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such 180-day
(or other) period. Participant agrees that any transferee of the Shares shall be bound by this Section 5.


 






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6. Transfer
Restrictions.


 


(a) 
Compliance with Agreement. Participant shall not transfer, assign, encumber, gift or otherwise dispose of any Shares except
in compliance with the terms herein and applicable securities laws. The Company shall not be required (i) to transfer on its books
any Shares that have been sold or otherwise transferred in violation of any of the provisions of the Plan or this Exercise Notice
or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.


 


(b) 
Transfer Notice and Requirements. Participant, and any subsequent transferee of any of the Shares, (each a “Holder”)
agrees to comply in all respects with the provisions of this Section. Each Holder agrees not to transfer all or any portion
of the Shares, or any beneficial interest therein, unless and until the transferee thereof has agreed in writing for the benefit
of the Company to take and hold such Shares subject to, and to be bound by, the provisions of the Plan and as set forth herein,
and:


 


(i)  
there is then in effect a registration statement under the Securities Act covering such proposed disposition and the disposition
is made in accordance with the registration statement; or


 


(ii) 
the holder shall have given prior written notice to the Company of the Holder’s intention to make such disposition and shall
have furnished the Company with a detailed description of the manner and circumstances of the proposed disposition, and, if requested
by the Company, such Holder shall have furnished the Company, at such Holder’s expense, with (A) an opinion of counsel or
other evidence reasonably satisfactory to the Company that such disposition will not require registration of such Shares under
the Securities Act, or (B) a “no action” letter from the U.S. Securities and Exchange Commission (the “SEC”)
to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the
SEC that action be taken with respect thereto, whereupon the Holder of such Shares shall be entitled to transfer such Shares in
accordance with the terms of the notice delivered by such Holder to the Company. It is agreed that the Company will not require
opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.


 


(c) 
Company’s Right of First Refusal. Before any Shares held by Participant or any Holder may be sold or otherwise transferred
(including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase
the Shares on the terms and conditions set forth in this Section 6 (the “Right of First Refusal”).


 


(i)  
Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (A) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (B) the name of each
proposed purchaser or other transferee (“Proposed Transferee”); (C) the number of Shares to be
transferred to each Proposed Transferee; and (D) the bona fide cash price or other consideration for which the Holder proposes
to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price
to the Company or its assignee(s).


 






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(ii) 
Exercise of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred
to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (iii) below.


 


(iii)  
Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company
or its assignee(s) under this Section 6 shall be the Offered Price. If the Offered Price includes consideration other
than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company
in good faith.


 


(iv) 
Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check),
by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase
by an assignee, to the assignee), or by any combination thereof within 30 days after receipt of the Notice or in the manner and
at the times set forth in the Notice.


 


(v) 
Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee
are not purchased by the Company and/or its assignee(s) as provided in this Section 6, then the Holder may sell or
otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such
sale or other transfer is consummated within 120 days after the date of the Notice, that any such sale or other transfer is effected
in accordance with any applicable securities laws, all of the requirements of the Plan and as set forth herein, and that the Proposed
Transferee agrees in writing that all of the restrictions set forth in the Plan and herein, including but not limited to the provisions
of this Section 6, shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described
in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and
the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred.


 


(vi) 
Exception for Certain Family Transfers. Anything to the contrary contained in this Section 6 notwithstanding,
the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or
intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall
be exempt from the provisions of this Section 6. “Immediate Family” as used herein shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive
and hold the Shares so transferred subject to the provisions of this Section 6, and there shall be no further transfer
of such Shares except in accordance with the terms of this Section 6.


 


(vii) 
Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of
(i) the first sale of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation
has equity securities that are publicly traded.


 


(viii) 
Stop Transfer Instructions. The Company may impose stop-transfer instructions and stamp each stock certificate representing
the Shares with the second legend set forth in Section 8.


 


7. Tax
Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


 






    -3-


     


    

 


8. Restrictive
Legends and Stop-Transfer Orders.


 


(a) Legends.
Participant understands and agrees that, in addition to any other legends that may be required pursuant to agreements that the
Participant is or becomes party to, the Company shall cause the legends set forth below or legends substantially equivalent thereto,
to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by
the Company or by state or federal securities laws:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.


  


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE
ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
ON TRANSFEREES OF THESE SHARES.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE
OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT
THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.


  


(b) Stop-Transfer
Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c) Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


9. Successors
and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors
and assigns.


 






    -4-


     


    

 


10. Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith
to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.


 


11. Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of
Delaware. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Exercise Notice shall continue in full force and effect.


 


12. Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing
signed by the Company and Participant.


 


13. Stockholder
Agreements. From time to time the Company may enter into agreements pursuant to which it is required to cause its stockholders
to become party to such agreements. Among other things, such agreements may include provisions that include additional restrictions
on transfer, rights of first refusal and/or co-sale, the obligation to vote for directors that are designated by others, and the
obligation to vote in favor of (and not exercise any dissenters or appraisal rights in respect of) and otherwise take such actions
as are necessary to complete, an acquisition of the Company (whether by way of stock purchase, merger, sale of assets or otherwise).
It shall be a condition to the exercise of the Option that the Participant enter into all such agreements upon request by the
Company, copies of which will be provided prior to the effectiveness of the exercise.


 






    -5-


     


    

 




IN WITNESS WHEREOF,
the Company and the Participant have executed this Exercise notice with respect to the exercise and purchase of __________ shares
of Common Stock (the “Shares”) pursuant to that certain Stock Option Agreement dated _______________________
(the “Stock Option Agreement”).


 





	Submitted by:	 	Accepted by:
	 	 	 
	PARTICIPANT (“Participant”)	 	AMESITE INC.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	Mailing Address:	 	Mailing Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Email address:	 	 
	 	 	 
	 	 	___________, 20___
	 	 	 
	 	 	Date Received (the “Effective Date”)








 


Stockholder Agreements:


 






    	 	-6-	 



    


    

 





Exhibit
B


 


Investment
Representation Statement


 


In connection with the purchase of the
Securities listed below, the undersigned Participant represents to the Company the following:


 


1. Participant
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment
for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


2. Participant
acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant
understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable
if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital
gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the
Securities, or for a period of 1 year or any other fixed period in the future. Participant further understands that the Securities
must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration
is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities.
Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable
state securities laws.


 


3. Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in
a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under
Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities
Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, 90 days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under
Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in
the case of affiliates (a) the availability of certain public information about the Company, (b) the amount of Securities
being sold during any 3 month period not exceeding specified limitations, (c) the resale being made in an unsolicited “broker’s
transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as
those terms are defined under the Securities Exchange Act of 1934) and (d) the timely filing of a Form 144, if applicable.


 


In the event that the
Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information
about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning
of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of
the conditions set forth in subsections (b), (c) and (d) of the paragraph immediately above.


 






    	 	-1-	 



    


    

 





4. Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to
Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available
for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their
own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available
in such event.


 


5. This
Investment Representation Statement is given with respect to the acquisition by the Participant of ___________ Shares (the “Securities”)
of Common Stock of Amesite Inc. on or about the date set forth below.


 





	 	 	PARTICIPANT
	 	 	 
	 	 	 
	 	 	Signature
	 	 	 
	 	 	 
	 	 	Print Name
	 	 	 
	 	 	 
	 	 	Date
	 	 	 
	 	 	Mailing
    Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	Email
    Address:


 






    	 	-2-	 



    


    

 





AMESITE
INC.


 


2017
EQUITY INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


Unless otherwise defined
herein, the terms defined in the 2017 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this
Stock Option Agreement (the “Option Agreement”).


 


I. NOTICE
OF STOCK OPTION GRANT


 


Name:


 


Address:


 


The undersigned Participant
has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option
Agreement, as follows:


 





	 	Date of Grant:	 
	 	 	 
	 	Vesting Commencement Date:	 
	 	 	 
	 	Exercise Price per Share:	$
	 	 	 
	 	Total Number of Shares Granted:	 
	 	 	 
	 	Total Exercise Price :	$
	 	 	 
	 	Type of Option:	______ Incentive Stock
    Option
	 	 	 
	 		______ Nonstatutory Stock
    Option
	 	 	 
	 	Term/Expiration Date:	 




 


Vesting Schedule:


 


This Option shall be
exercisable, in whole or in part, according to the following vesting schedule:


 


[Twenty-five percent
(25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one
forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month
as the Vesting Commencement Date (or if there is no corresponding day, on the last day of the month), subject to Participant continuing
to be a Service Provider through each such date.]


 






    	 	-3-	 



    


    

 


Termination Period:


 


This Option shall be
exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s
death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service
Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided
above and this Option may be subject to earlier termination as provided in Section 13(c) of the Plan.


 


II. AGREEMENT


 


1. Grant
of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part
I of this Agreement, an Option to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise
price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and
conditions of the Plan, which is incorporated herein by reference. Subject to Section 18(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.


 


If designated in the
Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason
this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion
thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary
or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of
the Option to qualify for any reason as an ISO.


 


2. Exercise
of Option.


 


(a) Right
to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.


 


(b) Method
of Exercise. This Option shall be exercisable by delivery of an Exercise Notice in the form attached as Exhibit A
to the Plan or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to
exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise
Price, together with any applicable tax withholding.


 


No Shares shall be issued
pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance,
for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised
with respect to such Shares.


 






    	 	-4-	 



    


    

 


3. Participant’s
Representations. In the event the Shares have not been registered under the Securities Act, at the time this Option is exercised,
Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to
the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B to the Plan.


 


4. Lock-Up
Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock
(or other securities) of the Company held by Participant (other than those included in the registration) for a period specified
by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180-days following
the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be
requested by the Company or an underwriter to accommodate regulatory restrictions including, but not limited to, FINRA Rule 2241,
if applicable, or any similar or successor provisions or amendments thereto).


 


Participant agrees to
execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent
with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative
of the underwriters of Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such
request, such information as may be required by the Company or such representative in connection with the completion of any public
offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations
described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8
or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction
on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect
to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said 180-day (or other)
period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section
4.


 


5. Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of the Participant:


 


(a) cash;


 


(b) check;


 


(c) consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


 






    	 	-5-	 



    


    

 


(d) surrender
of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear
of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator,
shall not result in any adverse accounting consequences to the Company.


 


6. Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute
a violation of any Applicable Law.


 


7. Non-Transferability
of Option.


 


(a) This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of Participant.


 


(b) Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act
as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer
this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family
members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor
or guardian of Participant upon the death or disability of Participant. Until the Reliance End Date, the Options and, prior to
exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including
by entering into any short position, any “put equivalent position” or any “call equivalent position” (as
defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii)
of this paragraph.


 


8. Term
of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option Agreement.


 


9. Tax
Obligations.


 


(a) Tax
Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements
applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse
to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


 


(b) Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years
after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the
Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company
on the compensation income recognized by Participant.


 






    	 	-6-	 



    


    

 


(c) Code
Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date
but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by
the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount
option”) may be considered “deferred compensation”. An Option that is a “discount option” may result
in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income
tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income,
penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS
will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant
in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price
that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s
costs related to such a determination.


 


10. Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements
of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s
interest except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal
substantive laws but not the choice of law rules of Delaware.


 


11. No Guarantee
of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF
IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING
PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER
ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN
DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY
PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT
OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,
WITH OR WITHOUT CAUSE.


 






    	 	-7-	 



    


    

 





Participant acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the
Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the
residence address indicated below.


 





	PARTICIPANT	 	AMESITE
    INC.
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	Mailing Address:	 	 
	 	 	Title
	 	 	 
	 	 	 
	Email
    address:	 	 


 


 


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