Exhibit
10.1


 





KUBIENT,
INC.


 





2017
EQUITY INCENTIVE PLAN


 


As Amended and Restated
October 2, 2019


 


1.             Purpose.


 


The purpose of the
Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain
and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity
ownership opportunities and thereby better aligning the interests of such persons with those of the Company’s stockholders.
Capitalized terms used in the Plan are defined in Section 11 below.


 


2.             Eligibility.


 


Service Providers are
eligible to be granted Awards under the Plan, subject to the limitations described herein.


 


3.             Administration
and Delegation.


 


(a)           Administration.
The Plan will be administered by the Administrator. The Administrator shall have authority to determine which Service Providers
will receive Awards, to grant Awards and to set all terms and conditions of Awards (including, but not limited to, vesting, exercise
and forfeiture provisions). In addition, the Administrator shall have the authority to take all actions and make all determinations
contemplated by the Plan and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Administrator may correct any defect or ambiguity, supply any omission or reconcile any inconsistency
in the Plan or any Award in the manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards
into effect, as determined by the Administrator. The Administrator shall make all determinations under the Plan in the Administrator’s
sole discretion and all such determinations shall be final and binding on all persons having or claiming any interest in the Plan
or in any Award.


 


(b)           Appointment
of Committees. To the extent permitted by Applicable Laws, the Board may delegate any or all of its powers under the Plan
to one or more Committees. The Board may abolish any Committee at any time and re-vest in itself any previously delegated authority.


 


4.             Stock
Available for Awards.


 


(a)           Number
of Shares. Subject to adjustment under Section 8 hereof, Awards may be made under the Plan covering up to 3,000,000 shares
of Common Stock. If any Award expires or lapses or is terminated, surrendered or canceled without having been fully exercised
or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased
by the Company at or below the original issuance price), in any case in a manner that results in any shares of Common Stock covered
by such Award not being issued or being so reacquired by the Company, the unused Common Stock covered by such Award shall again
be available for the grant of Awards under the Plan. Further, shares of Common Stock that are withheld and not delivered to a
Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding
obligation shall be retained in the number of shares of Common Stock available for the grant of Awards under the Plan. Shares
of Common Stock issued under the Plan may consist in whole or in part of authorized but unissued shares, shares purchased on the
open market or treasury shares.


 






    


     


    

 


(b)           Substitute
Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property
or stock of an entity, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards
granted prior to such merger or consolidation by such entity or an affiliate thereof. Substitute Awards may be granted on such
terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the
Plan.


 


(c)           Equity
Reorganizations. The number of shares of Common Stock available for awards shall be adjusted for any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company
assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock.


 


5.             Stock
Options.


 


(a)           General.
The Administrator may grant Options to any Service Provider, subject to the limitations on Incentive Stock Options described below.
The Administrator shall determine the number of shares of Common Stock to be covered by each Option, the exercise price of each
Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to Applicable
Laws, as it considers necessary or advisable.


 


(b)           Incentive
Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options only to employees of the
Company, any of the Company’s present or future “parent corporations” or “subsidiary corporations”
as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to
receive Incentive Stock Options under the Code. All Options intended to qualify as Incentive Stock Options shall be subject to
and shall be construed consistently with the requirements of Section 422 of the Code. Neither the Company nor the Administrator
shall have any liability to a Participant, or any other party, (i) if an Option (or any part thereof) which is intended to qualify
as an Incentive Stock Option fails to qualify as an Incentive Stock Option or (ii) for any action or omission by the Administrator
that causes an Option not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive
Stock Option to a Non-Qualified Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy
the requirements under the Code applicable to an Incentive Stock Option. Any Option that is intended to qualify as an Incentive
Stock Option, but fails to so qualify for any reason, including without limitation, the portion of any Option becoming exercisable
in excess of the $100,000 limitation described in Treasury Regulation Section 1.422-4, shall be treated as a Non-Qualified Stock
Option for all purposes.


 






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(c)           Exercise
Price. The Administrator shall establish the exercise price of each Option and specify the exercise price in the applicable
Award Agreement. The exercise price shall be not less than 100% of the Fair Market Value on the date the Option is granted. In
the case of an Incentive Stock Option granted to an employee who, at the time of grant of the Option, owns (or is treated as owning
under Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of the Company (or
a “parent corporation” or “subsidiary corporation” thereof within the meaning of Sections 424(e) or 424(f)
of the Code, respectively), the per share exercise price shall be no less than 110% of the Fair Market Value on the date the Option
is granted.


 


(d)           Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Administrator may
specify in the applicable Award Agreement, provided that the term of any Option shall not exceed ten years. In the case of an
Incentive Stock Option granted to an employee who, at the time of grant of the Option, owns (or is treated as owning under Section
424 of the Code) stock representing more than 10% of the voting power of all classes of stock of the Company (or a “parent
corporation” or “subsidiary corporation” thereof within the meaning of Sections 424(e) or 424(f) of the Code,
respectively), the term of the Option shall not exceed five years.


 


(e)           Exercise
of Option; Notification of Disposition. Options may be exercised by delivery to the Company of a written notice of exercise,
in a form approved by the Administrator (which may be an electronic form), signed by the person authorized to exercise the Option,
together with payment in full (i) as specified in Section 5(f) hereof for the number of shares for which the Option is exercised
and (ii) as specified in Section 9(e) hereof for any applicable withholding taxes. Unless otherwise determined by the Administrator,
an Option may not be exercised for a fraction of a share of Common Stock. If an Option is designated as an Incentive Stock Option,
the Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Common Stock acquired
from the Option if such disposition or transfer is made (i) within two years from the grant date with respect to such Option or
(ii) within one year after the transfer of such shares to the Participant (other than any such disposition made in connection
with a Change in Control). Such notice shall specify the date of such disposition or other transfer and the amount realized, in
cash, other property, assumption of indebtedness or other consideration, by the Participant in such disposition or other transfer.


 


(f)            Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for in cash or by
check, payable to the order of the Company, or, to the extent permitted by the Administrator, by:


 


(i)            (A) delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to
the Company sufficient funds to pay the exercise price and any required tax withholding, or (B) delivery by the Participant to
the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to
the Company cash or a check sufficient to pay the exercise price and any required tax withholding;


 


(ii)           delivery
(either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value,
provided (A) such method of payment is then permitted under Applicable Laws, (B) such Common Stock, if acquired directly from
the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Company at any
time, and (C) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;


 






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(iii)          surrendering
shares of Common Stock then issuable upon exercise of the Option valued at their Fair Market Value on the date of exercise; or


 


(iv)          any
combination of the above permitted forms of payment (including cash or check), subject to the consent of the Administrator.


 


(g)           Early
Exercise of Options. The Administrator may provide in the terms of an Award Agreement that the Service Provider may exercise
an Option in whole or in part prior to the full vesting of the Option in exchange for unvested shares of Restricted Stock with
respect to any unvested portion of the Option so exercised. Shares of Restricted Stock acquired upon the exercise of any unvested
portion of an Option shall be subject to such terms and conditions as the Administrator shall determine.


 


6.             Restricted Stock; Restricted Stock Units.


 


(a)           General.
The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the
right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant
(or to require forfeiture of such shares if issued at no cost) in the event that conditions specified by the Administrator in
the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or periods established
by the Administrator for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which
may be subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an applicable
Award Agreement.


 


(b)          Terms
and Conditions for All Restricted Stock and Restricted Stock Unit Awards. The Administrator shall determine and set forth
in the applicable Award Agreement the terms and conditions applicable to each Restricted Stock and Restricted Stock Unit Award,
including the conditions for vesting and repurchase (or forfeiture) and the issue price, in each case, if any.


 


(c)           Additional
Provisions Relating to Restricted Stock.


 


(i)            Dividends.
Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares
to the extent such dividends have a record date that is on or after the date on which the Participant to whom such shares are
granted becomes the record holder of such shares, unless otherwise provided by the Administrator in the applicable Award Agreement.
In addition, unless otherwise provided by the Administrator, if any dividends or distributions are paid in shares, or consist
of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the shares or other
property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with
respect to which they were paid. Each dividend payment will be made as provided in the applicable Award Agreement, but in no event
later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the
15th day of the third month following the later of (A) the date the dividends are paid to stockholders of that class of stock,
and (B) the date the Restricted Stock is no longer subject to a risk of forfeiture.


 






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(ii)           Stock Certificates. If the Company issues certificated shares of Common Stock in connection with an Award, it may
require that any stock certificates issued in respect of shares of Restricted Stock be deposited in escrow by the Participant,
together with a stock power endorsed in blank, with the Company (or its designee). Alternatively, the Company may issue Restricted
Stock in book entry form with its transfer agent.


 


(d)           Additional
Provisions Relating to Restricted Stock Units.


 


(i)            Settlement. Upon the vesting of a Restricted Stock Unit, the Participant shall be entitled to receive from the Company
one share of Common Stock or an amount of cash or other property equal to the Fair Market Value of one share of Common Stock on
the settlement date, as the Administrator shall determine and as provided in the applicable Award Agreement. The Administrator
may provide that settlement of Restricted Stock Units shall occur upon or as soon as reasonably practicable after the vesting of
the Restricted Stock Units or shall instead be deferred, on a mandatory basis or at the election of the Participant, in a manner
that complies with Section 409A.


 


(ii)           Voting
Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units unless and until shares are delivered
in settlement thereof.


 


(iii)          Dividend
Equivalents. To the extent provided by the Administrator, a grant of Restricted Stock Units may provide a Participant with
the right to receive Dividend Equivalents. Dividend Equivalents will be credited to an account for the Participant and subject
to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents
are paid, or as determined by the Administrator and set forth in the applicable Award Agreement.


 


7.            Other
Stock-Based Awards.


 


Other Stock-Based Awards
may be granted hereunder to Participants, including, without limitation, Awards entitling Participants to receive shares of Common
Stock to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement
of other Awards granted under the Plan, as stand-alone payments and/or as payment in lieu of compensation to which a Participant
is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock, cash or other property, as the Administrator
shall determine. Subject to the provisions of the Plan, the Administrator shall determine the terms and conditions of each Other
Stock-Based Award, including any purchase price, transfer restrictions, vesting conditions and other terms and conditions applicable
thereto, which shall be set forth in the applicable Award Agreement.


 






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8.            Adjustments
for Changes in Common Stock and Certain Other Events.


 


(a)           In
the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property),
reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or
other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company,
or other similar corporate transaction or event, as determined by the Administrator, affects the Common Stock, the Administrator
shall make an adjustment to the shares of Common Stock available under all outstanding Awards and to the number of shares of Common
Stock available under the Plan for new Awards, as determined by the Administrator to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect
to any Award. The Administrator may, in such manner as it may deem equitable, adjust any or all of:


 


(i)              the
number and kind of shares of Common Stock (or other securities or property) with respect to which Awards may be granted or awarded
(including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which
may be issued);


 


(ii)             the
number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards;


 


(iii)           
the grant or exercise price with respect to any Award; and


 


(iv)            the
terms and conditions of any Awards (including, without limitation, any applicable financial or other performance “targets”
specified in an Award Agreement).


 


(b)           In
the event of a Change in Control, the Administrator, on such terms and conditions as it deems appropriate, either by the terms
of the Award or by action taken prior to the occurrence of such transaction may take any one or more of the following actions
whenever the Administrator determines that such action is appropriate to facilitate such transaction or event:


 


(i)              To
provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to
the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of
the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could
have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;


 


(ii)             To
provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;


 


(iii)            To
provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the
Administrator;


 


(iv)            To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards,
and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;


 






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(v)             To replace such Award with other rights or property selected by the Administrator; and/or


 


(vi)            immediately prior to the Change in Control provide for cancellation of such Awards upon the consummation of the Change in
Control in exchange for the right of the Participant to receive the Change in Control consideration payable to other holders of
Common Stock (A) which may be on such terms and conditions as apply generally to holders of Common Stock under the Change in Control
documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms
and conditions as the Administrator may provide, and (B) determined by reference to the number of shares subject to such Awards
and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred compensation”
that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon under Section 409A,
the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions
applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant would be entitled
upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award
may be terminated without payment.


 


(c)           If
a Change in Control occurs and a Participant’s Awards have been Assumed pursuant to Section 8(b), and, within twelve (12)
months following such Change in Control, such Participant’s employment or service with the Company or a successor entity
or its parent or subsidiary is terminated other than for Cause, and other than as a result of Participant’s death or Disability,
then such Participant’s remaining unvested Awards (including any substituted Awards) shall become fully vested, exercisable
and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards (including any substituted
Awards) shall lapse, on the date of termination.


 


(d)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section 8, the
Administrator will equitably adjust each outstanding Award, which adjustments may include adjustments to the number and type of
securities subject to each outstanding Award and/or the exercise price or grant price thereof, if applicable, the grant of new
Awards to Participants, and/or the making of a cash payment to Participants, as the Administrator deems appropriate to reflect
such Equity Restructuring. The adjustments provided under this Section 8(e) shall be nondiscretionary and shall be final and binding
on the affected. Participant and the Company; provided that whether an adjustment is equitable shall be determined by the Administrator.


 


(e)           In
the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock
or the share price of the Common Stock, including any Equity Restructuring, for reasons of administrative convenience the Administrator
may refuse to permit the exercise of any Award during a period of up to thirty days prior to the consummation of any such transaction.


 






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(f)           Except
as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease
in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any
other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an Award or the
grant or exercise price of any Award. The existence of the Plan, any Award Agreements and the Awards granted hereunder shall not
affect or restrict in any way the right or power of the Company to make or authorize (i) any adjustment, recapitalization, reorganization
or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation
of the Company or sale of Company assets or (iii) any sale or issuance of securities, including without limitation, securities
with rights superior to those of the Common Stock or which are convertible into or exchangeable for Common Stock. The Administrator
may treat Participants and Awards (or portions thereof) differently under this Section 8.


 


9.            General
Provisions Applicable to Awards.


 


(a)           Transferability.
Except as the Administrator may otherwise determine or provide in an Award Agreement or otherwise, in any case in accordance with
Applicable Laws, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life
of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context,
shall include references to authorized transferees.


 


(b)           Documentation.
Each Award shall be evidenced in an Award Agreement, which may be in such form (written, electronic or otherwise) as the Administrator
shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.


 


(c)           Discretion.
Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms
of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions
thereof) uniformly.


 


(d)           Termination
of Status. The Administrator shall determine the effect on an Award of the disability, death, retirement, authorized leave
of absence or any other change or purported change in a Participant’s Service Provider status and the extent to which, and
the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary
may exercise rights under the Award, if applicable.


 


(e)           Withholding.
Each Participant shall pay to the Company any taxes required by law to be withheld in connection with Awards to such Participant
no later than the date of the event creating the tax liability. Such withholding shall be applied by the withholding shares of
Common Stock that have a Fair Market Value that is equal to the amount of required tax withholdings, unless the Participant makes
alternate provisions satisfactory to the Administrator for payment of such withholding amounts. Except as the Administrator may
otherwise determine, all such payments shall be made in the form of Common Stock (either delivered by the Participant or withheld
by the Administrator from the Award) or cash. The Company may, to the extent permitted by Applicable Laws, deduct any such tax
obligations from any payment of any kind otherwise due to a Participant.


 






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(f)            Amendment
of Award. The Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting
therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an Incentive
Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action shall be required unless (i) the
Administrator determines that the action, taking into account any related action, would not materially and adversely affect the
Participant, or (ii) the change is permitted under Sections 8 and 10(f) hereof.


 


(g)           Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to
the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with
the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock
exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Administrator deems necessary or appropriate to satisfy the requirements of any Applicable Laws. The inability
of the Company to obtain authority from any regulatory body having jurisdiction, which authority is determined by the Administrator
to be necessary to the lawful issuance and sale of any securities hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.


 


(h)           Acceleration.
The Administrator may at any time provide that any Award shall become immediately vested and/or exercisable in full or in part,
free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.


 


10.         Miscellaneous.


 


(a)            No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant
of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the
Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan or any Award, except as expressly provided in an applicable Award Agreement.


 


(b)           No
Rights As Stockholder; Certificates. Subject to the provisions of the applicable Award Agreement, no Participant or Designated
Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to
an Award until becoming the record holder of such shares. Notwithstanding any other provision of the Plan, unless otherwise determined
by the Administrator or required by any Applicable Laws, the Company shall not be required to deliver to any Participant certificates
evidencing shares of Common Stock issued in connection with any Award and instead such shares of Common Stock may be recorded
in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends
on stock certificates issued under the Plan deemed necessary or appropriate by the Administrator in order to comply with Applicable
Laws.


 






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(c)           Effective
Date and Term of Plan. The effective date of the amendment and restatement of the Plan shall be the date on which it was adopted
by the Board and approved by the Company’s stockholders, which was October 2, 2019 (the “Effective Date”). No
Incentive Stock Options shall be granted under the Plan after the completion of ten years after the Effective Date; provided,
however, with respect to shares of Common Stock added to the Plan by amendment after the Effective Date, from the earlier
of (i) the date on which the Plan amendment was adopted by the Board or (ii) the date the Plan amendment was approved by the Company’s
stockholders, but Incentive Stock Options previously granted may extend beyond that date in accordance with the terms of the Plan.
All Options issued thereafter shall be treated as Non-Qualified Stock Options.


 


(d)           Amendment
of Plan. The Administrator may amend, suspend or terminate the Plan or any portion thereof at any time; provided that no amendment
of the Plan shall materially and adversely affect any Award outstanding at the time of such amendment without the consent of the
affected Participant. Awards outstanding under the Plan at the time of any suspension or termination of the Plan shall continue
to be governed in accordance with the terms of the Plan and the applicable Award Agreement, as in effect prior to such suspension
or termination. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable
Laws.


 


(e)           Provisions
for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed
outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.


 


(f)           Section
409A.


 


(i)               General.
The Company intends that all Awards be structured in compliance with, or to satisfy an exemption from, Section 409A, such that
no adverse tax consequences, interest, or penalties under Section 409A apply in connection with any Awards. Notwithstanding anything
herein or in any Award Agreement to the contrary, the Administrator may, without a Participant’s prior consent, amend this
Plan and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions
with retroactive effect) as are necessary or appropriate to preserve the intended tax treatment of Awards under the Plan, including
without limitation, any such actions intended to (A) exempt this Plan and/or any Award from the application of Section 409A, and/or
(B) comply with the requirements of Section 409A, including without limitation any such regulations, guidance, compliance programs
and other interpretative authority that may be issued after the date of grant of any Award. The Company makes no representations
or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under
this Section 10(f) or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties
or interest under Section 409A with respect to any Award and shall have no liability to any Participant or any other person if
any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred
compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A.


 






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(ii)             Separation
from Service. With respect to any Award that constitutes “nonqualified deferred compensation” under Section 409A,
any payment or settlement of such Award that is to be made upon a termination of a Participant’s Service Provider relationship
shall, to the extent necessary to avoid the imposition of taxes under Section 409A, be made only upon the Participant’s
 “separation from service” (within the meaning of Section 409A), whether such “separation from service”
occurs upon or subsequent to the termination of the Participant’s Service Provider relationship. For purposes of any such
provision of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
 “termination of employment” or like terms shall mean “separation from service.”


 


(iii)           
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)
of “nonqualified deferred compensation” that are otherwise required to be made under an Award to a “specified
employee” (as defined under Section 409A and determined by the Administrator) as a result of his or her “separation
from service” shall, to the extent necessary to avoid the imposition of taxes under Code Section 409A(a)(2)(B)(i), be delayed
until the expiration of the six-month period immediately following such “separation from service” (or, if earlier,
until the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award agreement) on
the day that immediately follows the end of such six-month period or as soon as administratively practicable thereafter (without
interest). Any payments of “nonqualified deferred compensation” under such Award that are, by their terms, payable
more than six months following the Participant’s “separation from service” shall be paid at the time or times
such payments are otherwise scheduled to be made.


 


(g)          Limitations
on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee
or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any
claim, loss, liability, or expense incurred in connection with the Plan or any Award, nor will such individual be personally liable
with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as an Administrator,
director, officer, other employee or agent of the Company. The Company will indemnify and hold harmless each director, officer,
other employee and agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan
has been or will be granted or delegated, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising out of any act or omission to act concerning
this Plan unless arising out of such person’s own fraud or bad faith.


 






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(h)          Lock- Up Period. The Company may, at the request of any representative of the underwriters or otherwise, in connection
with any registration of the offering of any securities of the Company under the Securities Act, prohibit Participants from, directly
or indirectly, selling or otherwise transferring any shares of Common Stock or other securities of the Company during a period
of up to one hundred eighty days following the effective date of a registration statement of the Company filed under the Securities
Act.


 


(i)           Right
of First Refusal.


 


(i)              Before
any shares of Common Stock held by a Participant or any permitted transferee (each, a “Holder”) may
be sold, pledged, assigned, hypothecated, transferred, or otherwise disposed of (each, a “Transfer”),
the Company or its assignee(s) shall have a right of first refusal to purchase the shares of Common Stock proposed to be Transferred
on the terms and conditions set forth in this Section 10(i) (the “Right of First Refusal”). In the event
that the Company’s charter, bylaws and/or a stockholders’ agreement applicable to the shares of Common Stock contain
a right of first refusal with respect to the shares of Common Stock, such right of first refusal shall apply to the shares of
Common Stock to the extent such provisions are more restrictive than the Right of First Refusal set forth in this Section 10(i)
and the Right of First Refusal set forth in this Section 10(i) shall not in any way restrict the operation of the Company’s
charter, bylaws or the operation of any applicable stockholders’ agreement.


 


(ii)            
In the event any Holder desires to Transfer any shares of Common Stock, the Holder 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 of Common Stock; (B) the name of each proposed purchaser or other transferee (“Proposed Transferee”);
(C) the number of shares of Common Stock to be Transferred to each Proposed Transferee; and (D) the price for which the Holder
proposes to Transfer the shares of Common Stock (the “Offered Price”), and the Holder shall offer such
shares of Common Stock at the Offered Price to the Company or its assignee(s).


 


(iii)           
Within twenty-five (25) days after receipt of the Notice, the Company and/or its assignee(s) may elect in writing to purchase
all, but not less than all, of the shares of Common Stock proposed to be Transferred to any one or more of the Proposed Transferees
by delivery of a written exercise notice to the Holder (a “Company Notice”). The purchase price (“Purchase
Price”) for the shares of Common Stock repurchased under this Section 10(i) shall be the Offered Price.


 


(iv)            Payment
of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check or wire transfer), 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 five days after delivery of the Company Notice or in the
manner and at the times mutually agreed to by the Company and the Holder. Should the Offered Price specified in the Notice be
payable in property other than cash, the Company or its assignee shall have the right to pay the purchase price in the form of
cash equal in amount to the value of such property, as determined by the Administrator.


 






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(v)             If
all or a portion of the shares of Common Stock proposed in the Notice to be Transferred are not purchased by the Company and/or
its assignee(s) as provided in this Section 10(i), then the Holder may sell or otherwise Transfer such shares of Common Stock
to that Proposed Transferee at the Offered Price or at a higher price; provided that such sale or other Transfer is consummated
within sixty days after the date of the Notice; and provided, further, that any such sale or other Transfer is effected in accordance
with any Applicable Laws and the Proposed Transferee agrees in writing that the provisions of this Plan and the applicable Award
Agreement and any other applicable agreements governing the shares of Common Stock to be Transferred shall continue to apply to
the shares of Common Stock in the hands of such Proposed Transferee. If the shares of Common Stock described in the Notice are
not Transferred to the Proposed Transferee within such sixty-day 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, as provided herein, before any shares of Common Stock
held by the Holder may be sold or otherwise Transferred.


 


(vi)            Anything
to the contrary contained in this Section 10(i) notwithstanding and to the extent permitted by the Administrator, the Transfer
of any or all of the shares of Common Stock during a Participant’s lifetime or upon a 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 Right of First Refusal. As used herein, “Immediate Family” shall mean spouse,
lineal descendant or antecedent, father, mother, brother or sister or stepchild (whether or not adopted). In such case, the transferee
or other recipient shall receive and hold the shares of Common Stock so Transferred subject to the provisions of this Plan (including
the Right of First Refusal), the applicable Award Agreement and any other applicable agreements governing the shares of Common
Stock to be Transferred, and there shall be no further Transfer of such shares of Common Stock except in accordance with the terms
of this Section 10(i) (or otherwise as expressly provided under the Plan).


 


(vii)         
The Right of First Refusal shall terminate as to all shares of Common Stock if the Company becomes a Publicly Listed Company
upon such occurrence.


 


(j)           Data
Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable, the
Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Participant’s
participation in the Plan. The Company and its subsidiaries and affiliates may hold certain personal information about a Participant,
including but not limited to, the Participant’s name, home address and telephone number, date of birth, social security
or insurance number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company
or any of its subsidiaries and affiliates, details of all Awards, in each case, for the purpose of implementing, managing and
administering the Plan and Awards (the “Data”). The Company and its subsidiaries and affiliates may
transfer the Data amongst themselves as necessary for the purpose of implementation, administration and management of a Participant’s
participation in the Plan, and the Company and its subsidiaries and affiliates may each further transfer the Data to any third
parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located
in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and
protections than the recipients’ country. Through acceptance of an Award, each Participant authorizes such recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering
and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required
to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Common Stock. The
Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s
participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant,
request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary
corrections to the Data with respect to the Participant or refuse or withdraw the consents herein in writing, in any case without
cost, by contacting his or her local human resources representative. The Company may cancel Participant’s ability to participate
in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant
refuses or withdraws his or her consents as described herein. For more information on the consequences of refusal to consent or
withdrawal of consent, Participants may contact their local human resources representative.


 






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(k)           Severability.
In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.


 


(l)            Governing
Documents. In the event of any contradiction between the Plan and any Award Agreement or any other written agreement between
a Participant and the Company or any Subsidiary of the Company that has been approved by the Administrator, the terms of the Plan
shall govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of
the Plan shall not apply.


 


(m)          Submission
to Jurisdiction; Waiver of Jury Trial. By accepting an Award, each Participant irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the courts of the State of Delaware and of the United States of America, in each case
located in the State of Delaware, for any action arising out of or relating to the Plan (and agrees not to commence any litigation
relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered
mail to the address contained in the records of the Company shall be effective service of process for any litigation brought against
it in any such court. By accepting an Award, each Participant irrevocably and unconditionally waives any objection to the laying
of venue of any litigation arising out of Plan or Award hereunder in the courts of the State of Delaware or the United States
of America, in each case located in the State of Delaware, and further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.
By accepting an Award, each Participant irrevocably and unconditionally waives, to the fullest extent permitted by applicable
law, any and all rights to trial by jury in connection with any litigation arising out of or relating to the Plan or any Award
hereunder.


 


(n)           Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware, disregarding choice-of-law principles of the law of any state that would require the application
of the laws of a jurisdiction other than such state.


 






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(o)           Restrictions
on Shares; Claw-back Provisions. Shares of Common Stock acquired in respect of Awards shall be subject to such terms and conditions
as the Administrator shall determine, including, without limitation, restrictions on the transferability of shares of Common Stock,
the right of the Company to repurchase shares of Common Stock, the right of the Company to require that shares of Common Stock
be transferred in the event of certain transactions, tag-along rights, bring-along rights, redemption and co-sale rights and voting
requirements. Such terms and conditions may be additional to those contained in the Plan and may, as determined by the Administrator,
be contained in the applicable Award Agreement or in an exercise notice, stockholders’ agreement or in such other agreement
as the Administrator shall determine, in each case in a form determined by the Administrator. The issuance of such shares of Common
Stock shall be conditioned on the Participant’s consent to such terms and conditions and the Participant’s entering
into such agreement or agreements. All Awards (including any proceeds, gains or other economic benefit actually or constructively
received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock
underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without
limitation, any claw-back policy adopted to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection
Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable
Award Agreement.


 


(p)           Titles
and Headings. 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.


 


(q)           Conformity
to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions
of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission
thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan and all Awards
granted hereunder shall be administered only in such a manner as to conform to such laws, rules and regulations. To the extent
permitted by Applicable Laws, the Plan and all Award Agreements shall be deemed amended to the extent necessary to conform to
such laws, rules and regulations.


 


11.          Definitions.
As used in the Plan, the following words and phrases shall have the following meanings:


 


(a)           “Administrator” means the Board or a Committee to the extent that the Board’s powers or
authority under the Plan have been delegated to such Committee.


 


(b)           “Applicable Laws” means the requirements relating to the administration of equity incentive plans
under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock
exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country
or other jurisdiction where Awards are granted or issued under the Plan.


 






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(c)              
“Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock,
Restricted Stock Units or Other Stock-Based Awards.


 


(d)              
“Award Agreement” means a written agreement evidencing an Award, which agreements may be in electronic
medium and shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with
and subject to the terms and conditions of the Plan.


 


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


 


(f)               
“Cause,” with respect to a Participant, means “Cause” (or any term of similar effect)
as defined in such Participant’s employment agreement with the Company if such an agreement exists and contains a definition
of Cause (or term of similar effect), or, if no such agreement exists or such agreement does not contain a definition of Cause
(or term of similar effect), then Cause shall include, but not be limited to: (i) the Participant’s willful failure substantially
to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) the Participant’s
commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected
to result in material injury to the Company; (iii) unauthorized use or disclosure by the Participant of any proprietary information
or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his
or her relationship with the Company; or (iv) the Participant’s willful breach of any of his or her obligations under any
written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall
be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any
way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided
in the Plan, and the term “Company” will be interpreted to include any subsidiary, parent or affiliate, as appropriate.


 


(g)              
“Change in Control” means (i) a sale of all or substantially all of the Company’s assets,
(ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity
or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company
outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being
converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the
shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (iii)
the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group,
of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the
then outstanding shares of capital stock of the Company; provided that the following events shall not constitute a “Change
in Control”: (A) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the
holders of the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly,
at least a majority of the voting securities in the successor corporation or its parent immediately after the merger or consolidation;
(B) a sale, lease, exchange or other transaction in one transaction or a series of related transactions of all or substantially
all of the Company’s assets to an affiliate of the Company; (C) an initial public offering of any of the Company’s
securities; (D) a reincorporation of the Company solely to change its jurisdiction; or (E) a transaction undertaken for the primary
purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s
securities immediately before such transaction. Notwithstanding the foregoing, if a Change in Control would give rise to a payment
or settlement event with respect to any Award that constitutes “nonqualified deferred compensation,” the transaction
or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury
Regulation §1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such Award, to the extent required
by Section 409A.


 






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(h)              
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.


 


(i)                
“Committee” means one or more committees or subcommittees of the Board, which may be comprised
of one or more directors and/or executive officers of the Company, in either case, to the extent permitted in accordance with Applicable
Laws.


 


(j)                
“Common Stock” means the common stock of the Company.


 


(k)              
“Company” means Kubient, Inc., a Delaware corporation, or any successor thereto. Except where
the context otherwise requires, the term “Company” includes any of the Company’s present or future parent or
subsidiary corporations as defined in Sections 424(e) or (f) of the Code and any other business venture (including, without limitation,
joint venture or limited liability company) in which the Company has a significant interest, as determined by the Administrator.


 


(l)               
“Consultant” means any person, including any advisor, engaged by the Company or a parent or subsidiary
of the Company to render services to such entity if: (i) the consultant or adviser renders bona fide services to the Company; (ii)
the services rendered by the consultant or advisor 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 advisor is a natural person, or such other advisor or consultant as is approved by the Administrator.


 


(m)             
“Designated Beneficiary” means the beneficiary or beneficiaries designated, in a manner determined
by the Administrator, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s
death or incapacity In the absence of an effective designation by a Participant, “Designated Beneficiary” shall mean
the Participant’s estate.


 


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


 


(o)              
“Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of
the Code, as it may be amended from time to time.


 


(p)              
“Dividend Equivalents” means a right granted to a Participant pursuant to Section 6(d)(3) hereof
to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock.


 






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(q)              
“Employee” means any person, including officers and Directors, employed by the Company (within
the meaning of Section 3401(c) of the Code) or any parent or subsidiary of the Company.


 


(r)               
“Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction
between the Company and its stockholders, such as a stock dividend, stock split, spin-off or 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 of the Company) and causes a change in the per share value of the Common Stock underlying outstanding
Awards.


 


(s)               
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(t)               
“Fair Market Value” means, as of any date, the value of Stock determined as follows: (i) if the
Common Stock is listed on any established stock exchange, its Fair Market Value shall be the closing sales price for such Common
Stock as quoted on such exchange for such date, or if no sale occurred on such date, the first market trading day immediately prior
to such date during which a sale occurred, as reported in The Wall Street Journal or such other source as the Administrator deems
reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system,
the last sales price on such date, or if no sales occurred on such date, then on the date immediately prior to such date on which
sales prices are 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 thereof shall be determined by the Administrator
in its sole discretion.


 


(u)              
“Incentive Stock Option” means an “incentive stock option” as defined in Section 422
of the Code.


 


(v)              
“Non-Qualified Stock Option” means an Option that is not intended to be or otherwise does not
qualify as an Incentive Stock Option.


 


(w)              
“Option” means an option to purchase Common Stock.


 


(x)               
“Other Stock-Based Awards” means other Awards of shares of Common Stock, and other Awards that
are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property.


 


(y)               
“Participant” means a Service Provider who has been granted an Award under the Plan.


 


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


 


(aa)             
“Prior Plan” means the Company’s 2005 Stock Plan, as such plan may be amended from time
to time.


 


(bb)            
“Publicly Listed Company” means that the Company or its successor (i) is required to file periodic
reports pursuant to Section 12 of the Exchange Act and (ii) the Common Stock is listed on one or more National Securities Exchanges
(within the meaning of the Exchange Act) or is quoted on NASDAQ or a successor quotation system.


 






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(cc)             
“Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 hereof that
is subject to certain vesting conditions and other restrictions.


 


(dd)            
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement
date, one share of Common Stock or an amount in cash or other consideration determined by the Administrator equal to the value
thereof as of such payment date, which right may be subject to certain vesting conditions and other restrictions.


 


(ee)             
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs
and other interpretative authority thereunder.


 


(ff)               
“Securities Act” means the Securities Act of 1933, as amended from time to time.


 


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


 


(hh)            
“Termination of Service” means the date the Participant ceases to be a Service Provider.


 


* * * * *


 






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KUBIENT,
INC.






2017
EQUITY INCENTIVE PLAN






CALIFORNIA
SUPPLEMENT


 


This supplement is
intended to satisfy the requirements of Section 25102(o) of the California Corporations Code and the regulations issued thereunder
(“Section 25102(o)”). Notwithstanding anything to the contrary contained in the Plan and except as otherwise
determined by the Administrator, the provisions set forth in this supplement shall apply to all Awards granted under the Plan to
a Participant who is a resident of the State of California on the date of grant (a “California Participant”) and which
are intended to be exempt from registration in California pursuant to Section 25102(o), and otherwise to the extent required to
comply with applicable law (but only to such extent). Definitions in the Plan are applicable to this supplement.


 


1.       Limitation
On Securities Issuable Under Plan. The amount of securities issued pursuant to the Plan shall not exceed the amounts permitted
under Section 260.140.45 of the California code of regulations to the extent applicable.


 


2.       Additional
Limitations For Grants. The terms of all Awards shall comply, to the extent applicable, with section 260.140.41 and 260.140.42
of the California code of regulations.


 


3.       Additional
Requirement To Provide Information To California Participants. The Company shall provide to each California Participant, not
less frequently than annually, copies of annual financial statements (which need not be audited). The Company shall not be required
to provide such statements to key persons whose duties in connection with the Company assure their access to equivalent information.
In addition, this information requirement shall not apply to any plan or agreement that complies with all conditions of Rule 701
of the Securities Act of 1933, as amended; provided that for purposes of determining such compliance, any registered domestic partner
shall be considered a “family member” as that term is defined in Rule 701.


  



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