Exhibit 10.7





 


AROGO
CAPITAL ACQUISITION CORP.1 2022 EQUITY INCENTIVE PLAN


 


1. Purpose.
The purpose of the Arogo Capital Acquisition Corp. 2022 Equity Incentive Plan (the “Plan”) is to provide a means through
which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees,
consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates
can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by
reference to the value of Common Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and
aligning their interests with those of the Company’s stockholders.


 


2. Definitions.
The following definitions shall be applicable throughout the Plan:


 


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


 


(b)  “Award”
means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Stock Bonus Award, and Performance Compensation Award granted under the Plan.


 


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


 


(d)  “Business
Combination” has the meaning given such term in the definition of “Change in Control.”


 


(e) “Cause”
means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate having
“cause” to terminate a Participant’s employment or service, as defined in any employment or consulting or similar agreement
between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such
employment or consulting or similar agreement (or the absence of any definition of “Cause” contained therein), (A) gross
misconduct by the Participant which results in loss, damage or injury to the Company or any of its Affiliates, its goodwill, business
or reputation; (B) the commission or attempted commission of an act of embezzlement, fraud or breach of fiduciary duty which results
in loss, damage or injury to the Company or any of its Affiliates, its goodwill, business or reputation; (C) the unauthorized disclosure
or misappropriation of any trade secret or confidential information of the Company, any of its Affiliate or any third party who has a
business relationship with the Company; (D) the Participant’s conviction of or plea of nolo contendere to, a felony under any state
or federal law which materially interferes with such Participant’s ability to perform his or her services for the Company or any
of its Affiliates or which results in loss, damage or injury to the Company or any of its Affiliates, its goodwill, business or reputation;
(E) the violation (or potential violation) by the Participant, in any material respect, of a non-competition, non-solicitation, non-disclosure
or assignment of inventions covenant between the Participant and the Company or any of its Affiliates; (F) the Participant’s failure
to perform the Participant’s assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues,
in the reasonable judgment of the Company, after written notice given to the Participant by the Company; or (G) the use of controlled
substances, illicit drugs, alcohol or other substances or engagement in behavior which interferes with the Participant’s ability
to perform his or her services for the Company or any of its Affiliates or which otherwise results in loss, damage or injury to the Company,
its goodwill, business or reputation. Any determination of whether Cause exists shall be made by the Committee in its sole discretion.


  


 






		1	Company name to be changed to [   ] upon stockholder approval.


 






     


     


    




 


(f)  “Change
in Control” shall, in the case of a particular Award, unless the applicable Award agreement states otherwise or contains a
different definition of “Change in Control,” be deemed to occur upon:


 


(i) Any
sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the
Company;


  


(ii) Any
“Person” as such term is used in Section 13(d) and Section 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) becomes, directly or indirectly, the “beneficial owner” as defined in Rule 13d-3 under
the Exchange Act of securities of the Company that represent more than 50% of the combined voting power of the Company’s then outstanding
voting securities (the “Outstanding Company Voting Securities”); provided, however, that for
purposes of this Section 2(f)(ii), the following acquisitions shall not constitute a Change in Control: (I) any acquisition directly
from the Company principally for bona fide equity financing purposes, (II) any acquisition by the Company, (III) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, (IV) any acquisition by any corporation
pursuant to a transaction that complies with Sections 2(f)(iv)(A) and 2(f)(iv)(B), and (V) any acquisition involving beneficial
ownership of less than 50% of the then-outstanding Common Shares (the “Outstanding Company Common Shares”) or the
Outstanding Company Voting Securities that is determined by the Board, based on review of public disclosure by the acquiring Person with
respect to its passive investment intent, not to have a purpose or effect of changing or influencing the control of the Company; provided, however,
that for purposes of this clause (V), any such acquisition in connection with (x) an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents or (y) any “Business
Combination” (as defined below) shall be presumed to be for the purpose or with the effect of changing or influencing the control
of the Company;


 


(iii) During
any period of not more than two (2) consecutive years, individuals who constitute the Board as of the beginning of the period (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at
least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without written objection to such nomination) will be an Incumbent Director; provided, however,
that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest
with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other
than the Board will be deemed to be an Incumbent Director;


 


(iv) Consummation
of a merger, amalgamation or consolidation (a “Business Combination”) of the Company with any other corporation, unless,
following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of
the Outstanding Company Common Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent
securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors
(or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common Shares and the Outstanding Company Voting Securities,
as the case may be, and (B) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent
governing body) of the entity resulting from such Business Combination were Incumbent Directors at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Combination;


 






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(v) Stockholder
approval of a plan of complete liquidation of the Company.


 


(g)   “Code”
means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall
be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions
to such section, regulations or guidance.


 


(h)  “Committee”
means a committee of at least two people as the Board may appoint to administer the Plan or, if no such committee has been appointed
by the Board, the Board.


 


(i)  “Common
Shares” means shares of the Company’s Class A common stock (and any stock or other securities into which such ordinary
shares may be converted or into which they may be exchanged).


 


(j)   “Company”
means Arogo Capital Acquisition Corp.2, a Delaware corporation.


 


 


(k)   “Date
of Grant” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.


 


(l)   “Effective
Date” means the date means the date on which the Plan is approved by the stockholders of the Company.


 


(m)  “Eligible
Director” means a person who is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act.


 


(n) “Eligible
Person” with respect to an Award denominated in Common Shares, means any (i) individual employed by the Company or an Affiliate; provided, however,
that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement which includes rules regarding equity entitlement or in an agreement or instrument
relating thereto; (ii) director of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate; provided that
if the Securities Act applies such persons must be eligible to be offered securities registrable on Form S-8 under the Securities Act;
or (iv) prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from
the Company or its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with
or begins providing services to the Company or its Affiliates).


 





 









		2	Company named to be changed to [   ] upon stockholder approval.





 






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(o) “Exchange
Act” has the meaning given such term in the definition of “Change in Control,” and any reference in the Plan to
any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative
guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.


 


(p)   “Exercise
Price” has the meaning given such term in Section 7(b).


 


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


 


(i) If
the Common Shares are listed on any established stock exchange or a national market system will be the closing sales price for such shares
(or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The
Wall Street Journal or such other source as the Committee deems reliable;


 


(ii) If
the Common Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of
a Common Share will be the mean between the high bid and low asked prices for the Common Shares on the day of determination, as reported
in The Wall Street Journal or such other source as the Committee deems reliable; or


 


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


 


(r)   “Good
Reason” means, if applicable to any Participant in the case of a particular Award, as defined in the Participant’s employment
agreement or the applicable Award agreement.


 


(s)   “Immediate
Family Members” shall have the meaning set forth in Section 15(b).


 


(t)   “Incentive
Stock Option” means an Option that is designated by the Committee as an incentive stock option as described in Section 422
of the Code and otherwise meets the requirements set forth in the Plan.


 


(u)   “Indemnifiable
Person” shall have the meaning set forth in Section 4(e).


 


(v) “Mature
Shares” means Common Shares owned by a Participant that are not subject to any pledge or security interest and that have been
either previously acquired by the Participant on the open market or meet such other requirements, if any, as the Committee may determine
are necessary in order to avoid an accounting earnings charge on account of the use of such shares to pay the Exercise Price or satisfy
a tax or deduction obligation of the Participant.


 


(w)   “Nonqualified
Stock Option” means an Option that is not designated by the Committee as an Incentive Stock Option.


 


(x)   “Option”
means an Award granted under Section 7.


 


(y)   “Option
Period” has the meaning given such term in Section 7(c).


 


(z)   “Outstanding
Company Common Shares” has the meaning given such term in the definition of “Change in Control.”


 






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(aa) “Outstanding
Company Voting Securities” has the meaning given such term in the definition of “Change in Control.”


 


(bb)  “Participant”
means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to Section
6.


 


(cc)  “Performance
Compensation Award” shall mean any Award designated by the Committee as a Performance Compensation Award pursuant to Section
11.


 


(dd)  “Performance
Criteria” shall mean the criterion or criteria that the Committee shall select for purposes of establishing the Performance
Goal(s) for a Performance Period with respect to any Performance Compensation Award under the Plan.


 


(ee)  “Performance
Formula” shall mean, for a Performance Period, the one or more formulae applied against the relevant Performance Goal to determine,
with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of
the Performance Compensation Award has been earned for the Performance Period.


 


(ff)  “Performance
Goals” shall mean, for a Performance Period, the one or more goals established by the Committee for the Performance Period
based upon the Performance Criteria.


 


(gg) “Performance
Period” shall mean the one or more periods of time, as the Committee may select, over which the attainment of one or more Performance
Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation
Award.


 


(hh) “Permitted
Transferee” shall have the meaning set forth in Section 15(b).


 


(ii) “Person”
has the meaning given such term in the definition of “Change in Control.”


 


(jj)  “Plan”
means this Arogo Capital Acquisition Corp.3 2022 Equity Incentive Plan, as amended from time to time.


 


(kk)  “Qualifying
Termination” means, except as otherwise provided by the Committee as set forth in the Award, the occurrence of either a termination
of a Participant’s employment by the Company without Cause or for Good Reason, in either case, occurring on or within the 12-month
period (or such other period specified in the applicable Award Agreement) following the consummation of a Change in Control.


 


(ll)  “Restricted
Period” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable,
the period of time within which performance is measured for purposes of determining whether an Award has been earned.


 


(mm)  “Restricted
Stock Unit” means an unfunded and unsecured promise to deliver Common Shares, cash, other securities or other property, subject
to certain performance or time-based restrictions (including, without limitation, a requirement that the Participant remain continuously
employed or provide continuous services for a specified period of time), granted under Section 9.


 





 






		3	Company name to be changed to [  ] upon stockholder
approval.



 






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(nn)  “Restricted
Stock” means Common Shares, subject to certain specified performance or time-based restrictions (including, without limitation,
a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted
under Section 9.


 


(oo) “Retirement”
means, in the case of a particular Award, the definition set forth in the applicable Award Agreement.


 


(pp)  “SAR
Period” has the meaning given such term in Section 8(b).


 


(qq)  “Securities
Act” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of the Securities
Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any amendments or successor
provisions to such section, rules, regulations or guidance.


 


(rr)  “Stock
Appreciation Right” or “SAR” means an Award granted under Section 8.


 


(ss)  “Stock
Bonus Award” means an Award granted under Section 10.


 


(tt)  “Strike
Price” means, except as otherwise provided by the Committee in the case of Substitute Awards, (i) in the case of a SAR
granted in tandem with an Option, the Exercise Price of the related Option, or (ii) in the case of a SAR granted independent of an Option,
the Fair Market Value on the Date of Grant.


 


(uu)  “Subsidiary”
means, with respect to any specified Person:


 


(i) any
corporation, association or other business entity of which more than 50% of the total voting power of shares (without regard to the occurrence
of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting
power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person
(or a combination thereof); and


 


(ii) any
partnership (or any comparable foreign entity (a) the sole general partner (or functional equivalent thereof) or the managing general
partner of which is such Person or Subsidiary of such Person or (b) the only general partners (or functional equivalents thereof) of
which are that Person or one or more Subsidiaries of that Person (or any combination thereof).


 


(vv)  “Substitute
Award” has the meaning given such term in Section 5(e).


 


3. Effective
Date; Duration. The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date
no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however,
that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such
Awards.


 


4. Administration.


 


(a)
The Committee shall administer the Plan. To the extent required to comply with the applicable provisions of Rule 16b-3 promulgated under
the Exchange Act (if the Board is not acting as the Committee under the Plan), it is intended that each member of the Committee shall,
at the time he or she takes any action with respect to an Award under the Plan, be an Eligible Director. However, the fact that a Committee
member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly
granted under the Plan.


 






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(b) Subject
to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express
powers and authorizations conferred on the Committee by the Plan or by the Board, to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to a Participant; (iii) determine the number of Common Shares to be covered by, or with respect
to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the form of Award agreement
and the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled
or exercised in cash, Common Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method
or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and
under what circumstances the delivery of cash, Common Shares, other securities, other Awards or other property and other amounts payable
with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret,
administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement
relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such
agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) accelerate the vesting or exercisability
of, payment for or lapse of restrictions on, Awards, including, but not limited to, upon a Qualifying Termination; and (x) make any other
determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


 


(c) The
Committee may delegate to one or more officers of the Company or any Affiliate the authority to act on behalf of the Committee with respect
to any matter, right, obligation, or election that is the responsibility of or that is allocated to the Committee herein, and that may
be so delegated as a matter of law, except for grants of Awards to persons subject to Section 16 of the Exchange Act.


 


(d) Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect
to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee,
may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company,
any Affiliate, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.


 


(e) No
member of the Board, the Committee, delegate of the Committee or any employee or agent of the Company (each such person, an “Indemnifiable
Person”) shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to
the Plan or any Award hereunder. Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person
in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such
Indemnifiable Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award agreement and against
and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such
Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, provided that
the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives
notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s
choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment
or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the
acts or omissions of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s
bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s
Articles of Incorporation or Bylaws. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification
to which such Indemnifiable Persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law,
or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.


 






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(f) Notwithstanding
anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards
and administer the Plan with respect to such Awards. In any such case, the Board shall have all the authority granted to the Committee
under the Plan.


  


5. Grant
of Awards; Shares Subject to the Plan; Limitations.


 


(a)
The Committee may, from time to time, grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonus
Awards and/or Performance Compensation Awards to one or more Eligible Persons, such that for a period of 366 days after [●]4,
any Eligible Person holding $100,000 or more of Common Shares acquired through this Plan during such period shall have such shares acquired
through this Plan subject to the restrictions of applicable securities laws.


 


(b) Subject
to Section 12, Awards granted under the Plan shall be subject to the following limitations: (i) the Committee is authorized to
deliver under the Plan an aggregate of [__]5 Common Shares; provided, that total number of Common Shares that will
be reserved, and that may be issued, under the Plan will automatically increase on the first trading day of each calendar year, beginning
with calendar year 2022, by a number of Common Shares equal to five percent (5%) of the total outstanding Common Shares on the last day
of the prior calendar year (subject to a maximum annual increase of 1,000,000 Common Shares), and (ii) the maximum number of Common Shares
that may be granted under the Plan during any single fiscal year to any Participant who is a non-employee director, when taken together
with any cash fees paid to such non-employee director during such year in respect of his or her service as a non-employee director (including
service as a member or chair of any committee of the Board), shall not exceed $750,000 in total value (calculating the value of any such
Awards based on the grant date fair value of such Awards for financial reporting purposes); provided that the non-employee
directors who are considered independent (under the rules of The NASDAQ Stock Market or other securities exchange on which the Common
Shares are traded) may make exceptions to this limit for a non-executive chair of the Board, if any, in which case the non-employee Director
receiving such additional compensation may not participate in the decision to award such compensation. Notwithstanding the automatic
annual increase set forth in (i) above, the Board may act prior to January 1st of a given year to provide that there will be no such
increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of Common
Shares than would otherwise occur pursuant to the stipulated percentage.


 


(c) In
the event that (i) any Option or other Award granted hereunder is exercised through the tendering of Common Shares (either actually or
by attestation) or by the withholding of Common Shares by the Company, or (ii) tax or deduction liabilities arising from such Option
or other Award are satisfied by the tendering of Common Shares (either actually or by attestation) or by the withholding of Common Shares
by the Company, then in each such case the Common Shares so tendered or withheld shall be added to the Common Shares available for grant
under the Plan on a one-for-one basis. Shares underlying Awards under this Plan that are forfeited, cancelled, expire unexercised, or
are settled in cash are available again for Awards under the Plan.


 





 









		4	Insert Closing Date when known.



		5	To equal 10% of basic Class A shares outstanding.





 






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(d) Common
Shares delivered by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company,
shares purchased on the open market or by private purchase, or a combination of the foregoing.


 


(e) Awards
may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by an entity acquired by the Company or with which the Company combines (“Substitute Awards”).
The number of Common Shares underlying any Substitute Awards shall not be counted against the aggregate number of Common Shares available
for Awards under the Plan.


  


6. Eligibility.
Participation shall be limited to Eligible Persons who have entered into an Award agreement or who have received written notification
from the Committee, or from a person designated by the Committee, that they have been selected to participate in the Plan.


 


7. Options.


 


(a) Generally.
Each Option granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or
the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Option so granted shall
be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected
in the applicable Award agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award
agreement expressly states that the Option is intended to be an Incentive Stock Option. The maximum aggregate number of Common Shares
that may be issued through the exercise of Incentive Stock Options granted under the Plan is [__]6 Common Shares. Incentive
Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option
shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated
as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with
the stockholder approval requirements of Section 422(b)(1) of the Code; provided that any Option intended to be an Incentive
Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated
as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions
of such grant shall be subject to and comply with such rules as may be prescribed by Section 422 of the Code. If for any reason an Option
intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent
of such non-qualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under
the Plan.


 


(b) Exercise
Price. Except with respect to Substitute Awards, the exercise price (“Exercise Price”) per Common Share for
each Option shall not be less than 100% of the Fair Market Value of such share determined as of the Date of Grant; provided, however,
that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns shares representing
more than 10% of the total combined voting power of all classes of shares of the Company or any related corporation (as determined in
accordance with Treasury Regulation Section 1.422-2(f)), the Exercise Price per share shall not be less than 110% of the Fair Market
Value per share on the Date of Grant and provided further, that, notwithstanding any provision herein to the contrary, the
Exercise Price shall not be less than the par value per Common Share.


 





 






		6	To
equal [__]% of basic Class A shares outstanding.



 






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(c) Vesting
and Expiration. Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee
and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “Option Period”); provided, however,
that the Option Period shall not exceed five years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant
who on the Date of Grant owns shares representing more than 10% of the total combined voting power of all classes of shares of the Company
or any related corporation (as determined in accordance with Treasury Regulation Section 1.422-2(f)); provided, further,
that notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability
of any Option, which acceleration shall not affect the terms and conditions of such Option other than with respect to exercisability.
Unless otherwise provided by the Committee in an Award agreement: (i) the unvested portion of an Option shall expire upon termination
of employment or service of the Participant granted the Option, and the vested portion of such Option shall remain exercisable for (A)
one year following termination of employment or service by reason of such Participant’s death or disability (as determined by the
Committee), but not later than the expiration of the Option Period or (B) 90 days following termination of employment or service for
any reason other than such Participant’s death or disability, and other than such Participant’s termination of employment
or service for Cause, but not later than the expiration of the Option Period; and (ii) both the unvested and the vested portion of an
Option shall expire upon the termination of the Participant’s employment or service by the Company for Cause. If the Option would
expire at a time when the exercise of the Option would violate applicable securities laws, the expiration date applicable to the Option
will be automatically extended to a date that is thirty (30) calendar days following the date such exercise would no longer violate applicable
securities laws (so long as such extension shall not violate Section 409A of the Code); provided, that in no event shall
such expiration date be extended beyond the expiration of the Option Period.


  


(d) Method
of Exercise and Form of Payment. No Common Shares shall be delivered pursuant to any exercise of an Option until payment in full
of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any taxes required
to be withheld or paid. Options that have become exercisable may be exercised by delivery of written or electronic notice of exercise
to the Company in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable
(i) in cash, check, cash equivalent and/or Common Shares valued at the fair market value at the time the Option is exercised (including,
pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of Common Shares in lieu
of actual delivery of such shares to the Company); provided that such Common Shares are not subject to any pledge or other security interest
and are Mature Shares and; (ii) by such other method as the Committee may permit in accordance with applicable law, in its sole discretion,
on a case by case basis, including without limitation: (A) in other property having a fair market value on the date of exercise equal
to the Exercise Price or (B) if there is a public market for the Common Shares at such time, by means of a broker-assisted “cashless
exercise” pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Common Shares
otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price or
(C) by a “net exercise” method whereby the Company withholds from the delivery of the Common Shares for which the Option
was exercised that number of Common Shares having a fair market value equal to the aggregate Exercise Price for the Common Shares for
which the Option was exercised. No fractional Common Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee
shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Common Shares,
or whether such fractional Common Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.


 






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(e) Notification
upon Disqualifying Disposition of an Incentive Stock Option. Each Participant awarded an Incentive Stock Option under the Plan
shall notify the Company in writing immediately after the date he makes a disqualifying disposition of any Common Shares acquired pursuant
to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale)
of such Common Shares before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the
date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established
by the Committee, retain possession of any Common Shares acquired pursuant to the exercise of an Incentive Stock Option as agent for
the applicable Participant until the end of the period described in the preceding sentence.


 


(f) Compliance
with Laws, etc. Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner
that the Committee determines would violate the Sarbanes-Oxley Act of 2002, if applicable, or any other applicable law or the applicable
rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or
inter-dealer quotation system on which the securities of the Company are listed or traded.


 


8. Stock
Appreciation Rights.


 


(a) Generally.
Each SAR granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or the
posting on a web site maintained by the Company or a third party under contract with the Company)). Each SAR so granted shall be subject
to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the
applicable Award agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible
Persons independent of any Option.


 


(b) Exercise
Price. The Exercise Price per Common Share for each SAR shall not be less than 100% of the Fair Market Value of such share determined
as of the Date of Grant.


 


(c) Vesting
and Expiration. A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting
schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable
and shall expire in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed
ten years, as may be determined by the Committee (the “SAR Period”); provided, however, that
notwithstanding any vesting dates set by the Committee, the Committee may, in its sole discretion, accelerate the exercisability of any
SAR, which acceleration shall not affect the terms and conditions of such SAR other than with respect to exercisability. Unless otherwise
provided by the Committee in an Award agreement: (i) the unvested portion of a SAR shall expire upon termination of employment or service
of the Participant granted the SAR, and the vested portion of such SAR shall remain exercisable for (A) one year following termination
of employment or service by reason of such Participant’s death or disability (as determined by the Committee), but not later than
the expiration of the SAR Period or (B) 90 days following termination of employment or service for any reason other than such Participant’s
death or disability, and other than such Participant’s termination of employment or service for Cause, but not later than the expiration
of the SAR Period; and (ii) both the unvested and the vested portion of a SAR shall expire upon the termination of the Participant’s
employment or service by the Company for Cause. If the SAR would expire at a time when the exercise of the SAR would violate applicable
securities laws, the expiration date applicable to the SAR will be automatically extended to a date that is thirty (30) calendar days
following the date such exercise would no longer violate applicable securities laws (so long as such extension shall not violate Section
409A of the Code); provided, that in no event shall such expiration date be extended beyond the expiration of the SAR Period.


 






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(d) Method
of Exercise. SARs that have become exercisable may be exercised by delivery of written or electronic notice of exercise to the
Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were
awarded. Notwithstanding the foregoing, if on the last day of the Option Period (or in the case of a SAR independent of an option, the
SAR Period), the fair market value exceeds the Strike Price, the Participant has not exercised the SAR or the corresponding Option (if
applicable), and neither the SAR nor the corresponding Option (if applicable) has expired, such SAR shall be deemed to have been exercised
by the Participant on such last day and the Company shall make the appropriate payment therefor.


 


(e) Payment.
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that
are being exercised multiplied by the excess, if any, of the fair market value of one Common Share on the exercise date over the Strike
Price, less an amount equal to any taxes required to be withheld or paid. The Company shall pay such amount in cash, in Common Shares
valued at fair market value, or any combination thereof, as determined by the Committee. No fractional Common Shares shall be issued
or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall
be paid or transferred in lieu of any fractional Common Shares, or whether such fractional Common Shares or any rights thereto shall
be canceled, terminated or otherwise eliminated.


 


9. Restricted
Stock and Restricted Stock Units.


 


(a)  Generally.
Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award agreement (whether in paper or electronic medium
(including email or the posting on a web site maintained by the Company or a third party under contract with the Company)). Each such
grant shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as
may be reflected in the applicable Award agreement.


 


(b) Restricted
Accounts; Escrow or Similar Arrangement. Upon the grant of Restricted Stock, a book entry in a restricted account shall be established
in the Participant’s name at the Company’s transfer agent and, if the Committee determines that the Restricted Stock shall
be held by the Company or in escrow rather than held in such restricted account pending the release of the applicable restrictions, the
Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the
Committee, if applicable, and (ii) the appropriate share power (endorsed in blank) with respect to the Restricted Stock covered by such
agreement. If a Participant shall fail to execute an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow
agreement and blank share power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the
restrictions set forth in this Section 9 and the applicable Award agreement, the Participant generally shall have the rights and privileges
of a stockholder as to such Restricted Stock, including without limitation the right to vote such Restricted Stock and the right to receive
dividends, if applicable. To the extent shares of Restricted Stock are forfeited, any share certificates issued to the Participant evidencing
such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto
shall terminate without further obligation on the part of the Company.


 


(c) Vesting;
Acceleration of Lapse of Restrictions. Unless otherwise provided by the Committee in an Award agreement the unvested portion
of Restricted Stock and Restricted Stock Units shall terminate and be forfeited upon termination of employment or service of the Participant
granted the applicable Award.


 






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(d) Delivery
of Restricted Stock and Settlement of Restricted Stock Units.


 


(i)
Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable
Award agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award agreement.
If an escrow arrangement is used, upon such expiration, the Company shall deliver to the Participant, or his beneficiary, without charge,
the share certificate evidencing the shares of Restricted Stock that have not then been forfeited and with respect to which the Restricted
Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable
to any particular share of Restricted Stock shall be distributed to the Committee and attributable to any particular share of Restricted
Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in Common Shares having a fair market
value equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant
shall have no right to such dividends (except as otherwise set forth by the Committee in the applicable Award agreement).


 


(ii) Unless
otherwise provided by the Committee in an Award agreement, upon the expiration of the Restricted Period with respect to any outstanding
Restricted Stock Units, the Company shall deliver to the Participant, or his beneficiary, without charge, one Common Share for each such
outstanding Restricted Stock Unit; provided, however, that the Committee may, in its sole discretion, elect to
(i) pay cash or part cash and part Common Share in lieu of delivering only Common Shares in respect of such Restricted Stock Units or
(ii) defer the delivery of Common Shares (or cash or part Common Shares and part cash, as the case may be) beyond the expiration of the
Restricted Period if such delivery would result in a violation of applicable law until such time as is no longer the case. If a cash
payment is made in lieu of delivering Common Shares, the amount of such payment shall be equal to the fair market value of the Common
Shares as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units, less an amount equal to any
taxes required to be withheld or paid.


 


10. Stock
Bonus Awards. For the period on 366 days after the [●]7, for Eligible Persons receiving $100,000 or more in
Common Shares, the Committee may only issue restricted Common Shares or other Awards denominated in Common Shares, under the Plan to
such Eligible Persons subject to the restrictions of applicable securities laws during such period. After such 366 day period, the Committee
may issue unrestricted Common Shares, or other Awards denominated in Common Shares, under the Plan to Eligible Persons, either alone
or in tandem with other awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Stock
Bonus Award granted under the Plan shall be evidenced by an Award agreement (whether in paper or electronic medium (including email or
the posting on a web site maintained by the Company or a third party under contract with the Company)). Each Stock Bonus Award so granted
shall be subject to such conditions not inconsistent with the Plan as may be reflected in the applicable Award agreement.


 


11. Performance
Compensation Awards.


 


(a)  Generally.
The Committee shall have the authority, at the time of grant of any Award described in Sections 7 through 10, to designate
such Award as a Performance Compensation Award. The Committee shall have the authority to make an award of a cash bonus to any Participant
and designate such Award as a Performance Compensation Award. Unless otherwise determined by the Committee, all Performance Compensation
Awards shall be evidenced by an Award agreement.


 


(b) Discretion
of Committee with Respect to Performance Compensation Awards. The Committee shall have the discretion to establish the terms,
conditions and restrictions of any Performance Compensation Award. With regard to a particular Performance Period, the Committee shall
have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the
Performance Criteria that will be used to establish the Performance Goal (s), the kind(s) and/or level(s) of the Performance Goals(s)
that is (are) to apply and the Performance Formula.


 





 






		7	Insert Closing Date when known.



 






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(c) Performance
Criteria. The Committee may establish Performance Criteria that will be used to establish the Performance Goal(s) for Performance
Compensation Awards which may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates,
divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the
following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after
taxes); (iii)  revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating
profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital,
equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations
and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales
of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization;
(x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures
and total stockholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) 
customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added;
(xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined
ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely
completion of rollouts of new products and services; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity
and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects.
Any one or more of the Performance Criteria may be used on an absolute or relative basis to measure the performance of the Company and/or
one or more Affiliates as a whole or any business unit(s) of the Company and/or one or more Affiliates or any combination thereof, as
the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of
comparison or peer companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared
to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement
of Performance Goals pursuant to the Performance Criteria specified in this paragraph. Any Performance Criteria that are financial metrics,
may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted
when established to include or exclude any items otherwise includable or excludable under GAAP.


  


(d) Modification
of Performance Goal(s). The Committee is authorized at any time to adjust or modify the calculation of a Performance Goal for
such Performance Period, based on and in order to appropriately reflect any specified circumstance or event that occurs during a Performance
Period, including but not limited to the following: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the
effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization
and restructuring programs; (v) unusual and/or infrequently occurring items as described in Accounting Principles Board Opinion No. 30
(or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations
appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) discontinued
operations; (viii) any other specific unusual or infrequently occurring or non-recurring events, or objectively determinable category
thereof; (ix) foreign exchange gains and losses; and (x) a change in the Company’s fiscal year.


 


(e) Terms
and Conditions to Receipt of Payment. Unless otherwise provided in the applicable Award agreement, a Participant must be employed
by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for
such Performance Period. A Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the
extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance
Goals. Following the completion of a Performance Period, the Committee shall determine whether, and to what extent, the Performance Goals
for the Performance Period have been achieved and, if so, calculate the amount of the Performance Compensation Awards earned for the
period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation
Award actually payable for the Performance Period.


 






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(f) Timing
of Award Payments. Except as provided in an Award agreement, Performance Compensation Awards granted for a Performance Period
shall be paid to Participants as soon as administratively practicable following the Committee’s determination in accordance with
Section 11(e).


 


12. Changes
in Capital Structure and Similar Events. In the event of (i) any dividend (other than ordinary cash dividends) or other distribution
(whether in the form of cash, Common Shares, other securities or other property), recapitalization, stock split, reverse stock split,
reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of Common Shares
or other securities of the Company, issuance of warrants or other rights to acquire Common Shares or other securities of the Company,
or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the Common Shares,
or (ii) unusual or infrequently occurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate,
or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements
of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case
an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any
such adjustments in such manner as it may deem equitable, including without limitation any or all of the following:


  


(a) adjusting
any or all of (A) the number of Common Shares or other securities of the Company (or number and kind of other securities or other
property) that may be delivered in respect of Awards or with respect to which Awards may be granted under the Plan (including, without
limitation, adjusting any or all of the limitations under Section 5) and (B) the terms of any outstanding Award, including,
without limitation, (1) the number of Common Shares or other securities of the Company (or number and kind of other securities or
other property) subject to outstanding Awards or to which outstanding Awards relate, (2) the Exercise Price or Strike Price with
respect to any Award or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance
Goals);


 


(b) providing
for a substitution or assumption of Awards in a manner that substantially preserves the applicable terms of such Awards;


 


(c) accelerating
the exercisability or vesting of, lapse of restrictions on, or termination of, Awards or providing for a period of time for exercise
prior to the occurrence of such event;


 


(d) modifying
the terms of Awards to add events, conditions or circumstances (including termination of employment within a specified period after a
Change in Control) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate;


 


(e) deeming
any performance measures (including, without limitation, Performance Criteria and Performance Goals) satisfied at target, maximum or
actual performance through closing or such other level determined by the Committee in its sole discretion, or providing for the performance
measures to continue (as is or as adjusted by the Committee) after closing;


 






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(f) providing
that for a period prior to the Change in Control determined by the Committee in its sole discretion, any Options or SARs that would not
otherwise become exercisable prior to the Change in Control will be exercisable as to all Common Shares subject thereto (but any such
exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place
after giving such notice for any reason whatsoever, the exercise will be null and void) and that any Options or SARs not exercised prior
to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change
in Control; and


 


(g) canceling
any one or more outstanding Awards and causing to be paid to the holders thereof, in cash, Common Shares, other securities or other property,
or any combination thereof, the value of such Awards, if any, as determined by the Committee (which if applicable may be based upon the
price per Common Share received or to be received by other stockholders of the Company in such event), including without limitation,
in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the fair market value (as of
a date specified by the Committee) of the Common Shares subject to such Option or SAR over the aggregate Exercise Price or Strike Price
of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or
Strike Price equal to, or in excess of, the fair market value of a Common Share subject thereto may be canceled and terminated without
any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning
of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Committee shall make an equitable or proportionate
adjustment to outstanding Awards to reflect such equity restructuring. The Company shall give each Participant notice of an adjustment
hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.


 


13. Amendments
and Termination.


 


(a) Amendment
and Termination of the Plan. The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at
any time; provided that (i) no amendment to Section 13(b) (to the extent required by the proviso in such Section
13(b)) shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination
shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable
to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer
quotation system on which the Common Shares may be listed or quoted); provided, further, that any such amendment,
alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant,
holder or beneficiary.


  


(b) Amendment
of Award Agreements. The Committee may, to the extent consistent with the terms of any applicable Award agreement, waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or
the associated Award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration,
suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with
respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further,
that without stockholder approval, except as otherwise permitted under Section 12, (i) no amendment or modification may reduce
the Exercise Price of any Option or the Strike Price of any SAR, (ii) the Committee may not cancel any outstanding Option or SAR where
the Fair Market Value of the Common Shares underlying such Option or SAR is less than its Exercise Price and replace it with a new Option
or SAR, another Award or cash and (iii) the Committee may not take any other action that is considered a “repricing” for
purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Common
Shares are listed or quoted.


 






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14. General.


 


(a)  Award
Agreements. Each Award under the Plan shall be evidenced by an Award agreement, which shall be delivered to the Participant (whether
in paper or electronic medium (including email or the posting on a web site maintained by the Company or a third party under contract
with the Company)) and shall specify the terms and conditions of the Award and any rules applicable thereto, including without limitation,
the effect on such Award of the death, disability or termination of employment or service of a Participant, or of such other events as
may be determined by the Committee.


 


(b)  Nontransferability.


 


(i)
Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law,
by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant other than by will or by the laws of descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that
the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


 


(ii) Notwithstanding
the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award agreement to preserve the
purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions
to Form S-8 under the Securities Act (collectively, the “Immediate Family Members”); (B) a trust solely for the
benefit of the Participant and his or her Immediate Family Members; (C) a partnership or limited liability company whose only partners
or stockholders are the Participant and his or her Immediate Family Members; or (D) any other transferee as may be approved either
(I) by the Board or the Committee in its sole discretion, or (II) as provided in the applicable Award agreement. (each transferee
described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “Permitted Transferee”); provided that
the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee
notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.


 


(iii) The
terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any
reference in the Plan, or in any applicable Award agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except
that (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution;
(B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement
on an appropriate form covering the Common Shares to be acquired pursuant to the exercise of such Option if the Committee determines,
consistent with any applicable Award agreement, that such a registration statement is necessary or appropriate; (C) the Committee or
the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have
been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the termination of the Participant’s
employment by, or services to, the Company or an Affiliate under the terms of the Plan and the applicable Award agreement shall continue
to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee
only to the extent, and for the periods, specified in the Plan and the applicable Award agreement.


 






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(c) Tax
Withholding and Deductions.


 


(i)
A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is
hereby authorized to deduct and withhold, from any cash, Common Shares, other securities or other property deliverable under any Award
or from any compensation or other amounts owing to a Participant, the amount (in cash, Common Shares, other securities or other property)
of any required taxes (up to the maximum statutory rate under applicable law as in effect from time to time as determined by the Committee)
and deduction in respect of an Award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan and
to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment
of such taxes.


 


(ii) Without
limiting the generality of clause (i) above, the Committee may, in its sole discretion, determined on a case by case basis, permit a
Participant to satisfy, in whole or in part, the foregoing tax and deduction liability by (A) the delivery of Common Shares (which are
not subject to any pledge or other security interest and are Mature Shares, except as otherwise determined by the Committee) owned by
the Participant having a fair market value equal to such liability or (B) having the Company withhold from the number of Common Shares
otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a fair market value equal
to such liability.


 


(d) No
Claim to Awards; No Rights to Continued Employment; Waiver. No employee of the Company or an Affiliate, or other person, shall
have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for
a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards.
The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the
same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly
situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the
employ or service of the Company or an Affiliate, nor shall it be construed as giving any Participant any rights to continued service
on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting
relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award agreement.
By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting
of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan
or any Award agreement, notwithstanding any provision to the contrary in any written employment contract or other agreement between the
Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.


 


(e) Addenda/International
Participants. The Committee may adopt such addenda to the Plan as it may consider necessary or appropriate for the purpose of
granting Awards, which Awards may contain such terms and conditions as the Committee deems necessary or appropriate to accommodate differences
in local law, tax policy or custom, which may deviate from the terms and conditions set forth in this Plan The terms of any such addenda
shall supersede the terms of the Plan to the extent necessary to accommodate such differences but shall not otherwise affect the terms
of the Plan as in effect for any other purpose. With respect to Participants who reside or work outside of the United States of America,
the Committee may in its sole discretion amend the terms of the Plan or outstanding Awards with respect to such Participants in order
to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company
or its Affiliates.


 






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(f) Designation
and Change of Beneficiary. Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies)
who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his death. A Participant
may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s
death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant,
the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.


  


(g) Termination
of Employment/Service. Unless determined otherwise by the Committee at any point following such event: (i) neither a temporary
absence from employment or service due to illness, vacation or leave of absence nor a transfer from employment or service with the Company
to employment or service with an Affiliate (or vice-versa) shall be considered a termination of employment or service with the Company
or an Affiliate; and (ii) if a Participant’s employment with the Company and its Affiliates terminates, but such Participant continues
to provide services to the Company and its Affiliates in a non-employee capacity (or vice-versa), such change in status shall not be
considered a termination of employment with the Company or an Affiliate.


 


(h) No
Rights as a Stockholder. Except as otherwise specifically provided in the Plan or any Award agreement, no person shall be entitled
to the privileges of ownership in respect of Common Shares or other securities that are subject to Awards hereunder until such shares
have been issued or delivered to that person.


 


(i) Government
and Other Regulations.


 


(i)
The obligation of the Company to settle Awards in Common Shares or other consideration shall be subject to all applicable laws, rules,
and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award
to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell
or selling, any Common Shares or other securities pursuant to an Award unless such shares have been properly registered for sale pursuant
to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel, satisfactory
to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the
terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under
the Securities Act any of the Common Shares or other securities to be offered or sold under the Plan. The Committee shall have the authority
to provide that all certificates for Common Shares or other securities of the Company or any Affiliate delivered under the Plan shall
be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award
agreement, the federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any
securities exchange or inter-dealer quotation system upon which such shares or other securities are then listed or quoted and any other
applicable federal, state, local or non-U.S. laws, and, without limiting the generality of Section 9, the Committee may cause
a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. Notwithstanding any provision
in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the
Plan that it in its sole discretion deems necessary or advisable in order that such Award complies with the legal requirements of any
governmental entity to whose jurisdiction the Award is subject.


 






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(ii) The
Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions
and/or blockage and/or other market considerations would make the Company’s acquisition of Common Shares from the public markets,
the Company’s issuance of Common Shares or other securities to the Participant, the Participant’s acquisition of Common Shares
or other securities from the Company and/or the Participant’s sale of Common Shares to the public markets, illegal, impracticable
or inadvisable. If the Committee determines to cancel all or any portion of an Award denominated in Common Shares in accordance with
the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate fair market value of the Common
Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares
would have been vested or delivered, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option
or SAR, respectively) or any amount payable as a condition of delivery of Common Shares (in the case of any other Award). Such amount
shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.


 


(j) Payments
to Persons Other Than Participants. If the Committee shall find that any person to whom any amount is payable under the Plan
is unable to care for his affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or
his estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the
Company, be paid to his spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed
by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete
discharge of the liability of the Committee and the Company therefor.


 


(k) Nonexclusivity
of the Plan. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company
for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it
may deem desirable, including, without limitation, the granting of stock options or other equity-based awards otherwise than under this
Plan, and such arrangements may be either applicable generally or only in specific cases.


  


(l) No
Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any
kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity,
on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate
any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated
or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured
general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance
of services, they shall have the same rights as other employees under general law.


 


(m) Reliance
on Reports. Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as
the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the
independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by
any agent of the Company or the Committee or the Board, other than himself.


 


(n) Relationship
to Other Benefits. No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement,
profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.


 






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(o) Governing
Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to
contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. Each
party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal
courts seated in Wilmington, Delaware (and any appellate courts thereof) in any action or proceeding arising out of or relating to this
Plan, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except
in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c)
waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Each party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation,
dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Plan.


 


(p) Severability.
If any provision of the Plan or any Award or Award agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall
be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall
remain in full force and effect.


 


(q) Obligations
Binding on Successors. The obligations of the Company under the Plan shall be binding upon any successor corporation or organization
resulting from the merger, amalgamation, consolidation or other reorganization of the Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of the Company.


 


(r) Code
Section 409A.


 


(i) Notwithstanding
any provision of this Plan to the contrary, all Awards made under this Plan are intended to be exempt from or, in the alternative, comply
with Code Section 409A and the interpretive guidance thereunder, including the exceptions for stock rights and short-term deferrals.
The Plan shall be construed and interpreted in accordance with such intent. Each payment under an Award shall be treated as a separate
payment for purposes of Code Section 409A.


 


(ii) If
a Participant is a “specified employee” (as such term is defined for purposes of Code Section 409A) at the time of his or
her termination of service, no amount that is nonqualified deferred compensation subject to Code Section 409A and that becomes payable
by reason of such termination of service shall be paid to the Participant (or in the event of the Participant’s death, the Participant’s
representative or estate) before the earlier of (x) the first business day after the date that is six months following the date of the
Participant’s termination of service, and (y) within 30 days following the date of the Participant’s death. For purposes
of Code Section 409A, a termination of service shall be deemed to occur only if it is a “separation from service” within
the meaning of Code Section 409A, and references in the Plan and any Award agreement to “termination of service” or similar
terms shall mean a “separation from service.” If any Award is or becomes subject to Code Section 409A, unless the applicable
Award agreement provides otherwise, such Award shall be payable upon the Participant’s “separation from service” within
the meaning of Code Section 409A. If any Award is or becomes subject to Code Section 409A and if payment of such Award would be accelerated
or otherwise triggered under a Change in Control, then the definition of Change in Control shall be deemed modified, only to the extent
necessary to avoid the imposition of an excise tax under Code Section 409A, to mean a “change in control event” as such term
is defined for purposes of Code Section 409A.


 






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(iii) Any
adjustments made pursuant to Section 12 to Awards that are subject to Code Section 409A shall be made in compliance with the requirements
of Code Section 409A, and any adjustments made pursuant to Section 12 to Awards that are not subject to Code Section 409A shall
be made in such a manner as to ensure that after such adjustment, the Awards either (x) continue not to be subject to Code Section 409A
or (y) comply with the requirements of Code Section 409A.


 


(s) Expenses;
Gender; Titles and Headings. The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine
pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are
for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall
control.


 


(t) Other
Agreements. Notwithstanding the above, the Committee may require, as a condition to the grant of and/or the receipt of Common
Shares or other securities under an Award, that the Participant execute lock-up, stockholder or other agreements, as it may determine
in its sole and absolute discretion.


 


(u) Payments. Participants
shall be required to pay, to the extent required by applicable law, any amounts required to receive Common Shares or other securities
under any Award made under the Plan.


 


(v) Erroneously
Awarded Compensation. All Awards shall be subject (including on a retroactive basis) to (i) any clawback, forfeiture or similar
incentive compensation recoupment policy established from time to time by the Company, including, without limitation, any such policy
established to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, (ii) applicable law (including, without limitation,
Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), and/or (iii)
the rules and regulations of the applicable securities exchange or inter-dealer quotation system on which the Common Shares or other
securities are listed or quoted, and such requirements shall be deemed incorporated by reference into all outstanding Award agreements.


 


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, this Arogo Capital Acquisition Corp.8 2022 Equity Incentive Plan has been duly approved and adopted
by the Company and the stockholders as of the dates set forth below.





 


Adopted
by consent of the Board: ____________ __, 2022


 


Stockholder
Approved: __________________ __, 2022


 


 


AROGO
CAPITAL ACQUISITION CORP.6


 


By:
_____________________________


 


Title:
____________________________


 


Date:
____________________________


 


[Signature
page to Arogo Capital Acquisition Corp. 2022 Equity Incentive Plan]


 





 









		8	Company
name to be changed to [   ] upon stockholder approval.