Exhibit 10.34

      

     

      

    IBEX HOLDINGS LIMITED 

    AMENDED 2017 STOCK PLAN

     

    1.         Purposes of the Plan. The purposes of this Amended 2017 Stock Plan are to attract and retain the best
      available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or
      Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Restricted Stock may also be granted
      under the Plan.

     

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

     

    (a)           “Administrator” means the Board or a Committee.

     

    (b)           “Affiliate” means (i) an entity other than a Subsidiary which, together with the Company, is under
      common control of a third person or entity and (ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.

     

    (c)           “Applicable Laws” means all applicable laws, rules, regulations and requirements, including, but not
      limited to, all applicable U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other country or jurisdiction where Options or Restricted Stock are granted under the Plan or
      Participants reside or provide services, as such laws, rules, and regulations shall be in effect from time to time.

     

    (d)           “Award” means any award of an Option or Restricted Stock under the Plan.

     

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

     

    (f)            “California Participant” means a Participant whose Award is issued in reliance on Section 25102(o) of
      the California Corporations Code.

     

    (g)           “Cashless Exercise” means a program approved by the Administrator in which payment of the Option
      exercise price or tax withholding obligations or other required deductions may be satisfied, in whole or in part, with Shares subject to the Option, including by delivery of an irrevocable direction to a securities broker (on a form prescribed by the
      Company) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of such amount.

     

    
      
        
 

    

    
    (h)           “Cause” for termination of a Participant’s Continuous Service Status will exist (unless another
      definition is provided in an applicable Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement, in which such cause shall be “Cause” hereunder) if the Participant’s Continuous Service Status
      is terminated for any of the following reasons: (i) any material breach by Participant of any written agreement between Participant and the Company and, where the breach is curable as determined in the Board’s discretion, Participant’s failure to
      cure such breach within 10 days after receiving written notice thereof; (ii) any failure by Participant to comply with the Company’s written policies or rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory
      performance of Participant’s duties, as determined in the Board’s discretion; (iv) Participant’s repeated failure to follow reasonable and lawful instructions from the Board or Chief Executive Officer, as applicable; (v) Participant’s conviction of,
      or plea of guilty or nolo contendre to, any felony or crime that results in, or which the Board determines in its reasonable discretion is expected to result in, damage to the business or reputation of the Company; (vi) Participant’s commission of or
      participation in an act of fraud or intentional misconduct against the Company; (vii) Participant’s intentional damage to the Company’s business, property or reputation; or (viii) Participant’s unauthorized use or disclosure of any proprietary
      information or trade secrets of the Company or any other party to whom the Participant owes an obligation of non disclosure as a result of his or her relationship with the Company. For purposes of clarity, a termination without “Cause” does not
      include any termination that occurs as a result of Participant’s death or Disability. The determination as to whether a Participant’s Continuous Service Status has been 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, and the term “Company” will be interpreted to include any
      Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate. Where written notice is required under this subsection (h), written notice transmitted by email to a Participant’s email account (whether a personal or work email account) shall
      suffice and be deemed delivered upon the sending of the email.

     

    (i)            “Change of Control” means (i) a sale of all or substantially all of the Company’s assets other than to
      an Excluded Entity (as defined below), (ii) an amalgamation, merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other
      than an Excluded Entity, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule
      13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities.

     

    Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s
      incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is
      approved by the Company’s Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of
      voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

     

    (j)            “Code” means the Internal Revenue Code of 1986, as amended.

     

    
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    (k)           “Committee” means one or more committees or subcommittees of the Board consisting of two (2) or more
      Directors (or such lesser or greater number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish a committee or sub-committee of the Board) appointed by the Board to administer the Plan in accordance with
      Section 4 below.

     

    (l)            “Common Stock” means the Company’s common shares having a par value of US $0.0001 per share, as
      adjusted in accordance with Section 11 below.

     

    (m)          “Company” means IBEX Holdings Limited (f/k/a Forward March Limited), an exempted Bermuda company.

     

    (n)           “Consultant” means any person or entity, including an advisor but not an Employee, that renders, or has
      rendered, services to the Company, or any Parent, Subsidiary or Affiliate and is compensated for such services, and any Director whether compensated for such services or not.

     

    (o)           “Continuous Service Status” means the absence of any interruption or termination of service as an
      Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of: (i) Company approved sick leave; (ii) military leave; (iii) any other bona fide leave of absence approved
      by the Company, provided that, if an Employee is holding an Incentive Stock Option and such leave exceeds 3 months, such Employee’s service as an Employee shall be deemed terminated on the 1st day following such 3-month period and the Incentive Stock
      Option shall thereafter automatically become a Nonstatutory Stock Option in accordance with Applicable Laws, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a
      written Company policy. Also, Continuous Service Status as an Employee or Consultant shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its Parents, Subsidiaries or
      Affiliates, or their respective successors, or a change in status from an Employee to a Consultant or from a Consultant to an Employee.

     

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

     

    (q)           “Disability” means “disability” within the meaning of Section 22(e)(3) of the Code.

     

    (r)           “Employee” means any person employed by the Company, or any Parent, Subsidiary or Affiliate, with the
      status of employment determined pursuant to such factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws, including the Code. The payment by the Company of a director’s fee shall not be
      sufficient to constitute “employment” of such director by the Company or any Parent, Subsidiary or Affiliate.

     

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

     

    
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    (t)            “Fair Market Value” means, as of any date, the per share fair market value of the Common Stock, as
      determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the per share closing price for
      the Shares as reported in The Wall Street Journal for the applicable date.

     

    (u)           “Family Members” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
      spouse, sibling, niece, nephew, mother-in-law, father-in- law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Participant, any person sharing the Participant’s household (other than a tenant or
      employee), a trust in which these persons (or the Participant) have more than 50% of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or
      the Participant) own more than 50% of the voting interests.

     

    (v)           “Incentive Stock Option” means an Option intended to, and which does, in fact, qualify as an incentive
      stock option within the meaning of Section 422 of the Code.

     

    (w)          “Involuntary Termination” means (unless another definition is provided in the applicable Option
      Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement) the termination of a Participant’s Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause by the Company or a
      Parent, Subsidiary, Affiliate or successor thereto, as appropriate.

     

    (x)           “Listed Security” means any security of the Company that is listed or approved for listing on a national
      securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the Financial Industry Regulatory Authority (or any successor thereto).

     

    (y)           “Nonstatutory Stock Option” means an Option that is not intended to, or does not, in fact, qualify as
      an Incentive Stock Option.

     

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

     

    (aa)         “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by
      the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise
      notice.

     

    (bb)         “Option Exchange Program” means a program approved by the Administrator
          whereby outstanding Options (i) are exchanged for Options with a lower exercise price, Restricted Stock, cash or other property or (ii) are amended to decrease the exercise price as a result of a decline in the Fair Market Value.

     

    (cc)         “Optioned Stock” means Shares that are subject to an Option or that were issued pursuant to the exercise
      of an Option.

     

    
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    (dd)         “Optionee” means an Employee or Consultant who receives an Option.

     

    (ee)         “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with
      the Company if, at the time of grant of the Award, each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A
      corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

     

    (ff)           “Participant” means any holder of one or more Awards or Shares issued pursuant to an Award.

     

    (gg)         “Plan” means this Amended 2017 Stock Plan.

     

    (hh)         “Restricted Stock” means Shares acquired pursuant to a right to purchase or receive Common Stock granted
      pursuant to Section 8 below.

     

    (ii)            “Restricted Stock Purchase Agreement” means a written document, the form(s) of which shall be approved
      from time to time by the Administrator, reflecting the terms of Restricted Stock granted under the Plan and includes any documents attached to such agreement.

     

    (jj)            “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or
      any successor provision.

     

    (kk)         “Share” means a share of Common Stock, as adjusted in accordance with Section 11 below.

     

    (ll)           “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices
      for the Common Stock are quoted at any given time.

     

    (mm)       “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning
      with the Company if, at the time of grant of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
      corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

     

    (nn)        “Ten Percent Holder” means a person who owns stock representing more than 10% of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary measured as of an Award’s date of grant.

     

    
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    3.           Stock Subject to the Plan. Subject to the provisions of Section 11 below, the maximum aggregate number
      of Shares that may be issued under the Plan is 2,857,498 Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock Options. The Shares issued under the Plan may be authorized, but unissued, or reacquired Shares. If an Award
      should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated,
      become available for future grant under the Plan. In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such
      Award shall be treated as not issued and shall continue to be available under the Plan and Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to
      the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with the termination of a Participant’s Continuous Service Status) shall again be available for future grant under the Plan.

     

    4.             Administration of the Plan.

     

    (a)           General. The Plan shall be administered by the Board, a Committee appointed by the Board, or any
      combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by Applicable Laws, the Board may authorize one or more officers of
      the Company to make Awards under the Plan to Employees and Consultants (who are not subject to Section 16 of the Exchange Act) within parameters specified by the Board.

     

    (b)           Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee
      shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint
      new members in substitution therefor, fill vacancies (however caused) and dissolve a Committee and thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the case of a Committee administering the Plan in
      accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions.

     

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

     

    (i)          to determine the Fair Market Value in accordance with Section 2(t) above, provided that such determination shall be
      applied consistently with respect to Participants under the Plan;

     

    (ii)          to select the Employees and Consultants to whom Awards may from time to time be granted;

     

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

     

    (iv)        to approve the form(s) of agreement(s) and other related documents used under the Plan;

     

    (v)         to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder,
      which terms and conditions include but are not limited to the exercise or purchase price, the time or times when Awards may vest and/or be exercised (which may be based on performance criteria), the circumstances (if any) when vesting will be
      accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any Award, Optioned Stock, or Restricted Stock;

     

    
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    (vi)        to amend any outstanding Award or agreement related to any Optioned Stock or Restricted Stock, including any amendment
      adjusting vesting (e.g., in connection with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment shall be made that would materially and adversely affect the rights of any
      Participant without his or her consent;

     

    (vii)       to determine whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common Stock;

     

    (viii)      subject to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of such
      Option Exchange Program without consent of the holders of Capital Stock , provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Participant shall be made without his or her consent;

     

    (ix)         to approve addenda pursuant to Section 17 below or to grant Awards to, or to modify the terms of, any outstanding
      Option Agreement or Restricted Stock Purchase Agreement or any agreement related to any Optioned Stock or Restricted Stock held by Participants who are foreign nationals or employed outside of the United States with such terms and conditions as the
      Administrator deems necessary or appropriate to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan to the extent necessary or appropriate to accommodate such differences; and

     

    (x)          to construe and interpret the terms of the Plan, any Option Agreement or Restricted Stock Purchase Agreement, and any
      agreement related to any Optioned Stock or Restricted Stock, which constructions, interpretations and decisions shall be final and binding on all Participants.

     

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

     

    
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    5.             Eligibility.

     

    (a)           Recipients of Grants. Nonstatutory Stock Options and Restricted Stock may be granted to Employees and
      Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.

     

    (b)           Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock
      Option or a Nonstatutory Stock Option.

     

    (c)           ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b) above, to the extent that
      the aggregate Fair Market Value of Shares with respect to which options designated as incentive stock options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary)
      exceeds $100,000, such excess options shall be treated as nonstatutory stock options. For purposes of this Section 5(c), incentive stock options shall be taken into account in the order in which they were granted, and the Fair Market Value of the
      Shares subject to an incentive stock option shall be determined as of the date of the grant of such option.

     

    (d)           No Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any
      right with respect to continuation of an employment or consulting relationship with the Company (any Parent, Subsidiary or Affiliate), nor shall it interfere in any way with such Employee’s or Consultant’s right or the Company’s (Parent’s,
      Subsidiary’s or Affiliate’s) right to terminate his or her employment or consulting relationship at any time, with or without cause.

     

    6.             Term of Plan. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of
      10 years unless sooner terminated under Section 13 below.

     

    7.             Options.

     

    (a)           Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that
      the term shall be no more than 10 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such
      grant is a Ten Percent Holder, the term of the Option shall be 5 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

     

    (b)            Option Exercise Price and Consideration.

     

    (i)           Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of
      an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:

     

    
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    (1)            In the case of an Incentive Stock Option

     

    a.          granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the
      Fair Market Value on the date of grant;

     

    b.          granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value on the date of grant;

     

    (2)            Except as provided in subsection (3) below, in the case of a Nonstatutory Stock Option the per Share exercise price
      shall be such price as is determined by the Administrator, provided that, if the per Share exercise price is less than 100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A of
      the Code; and

     

    (3)            Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above
      pursuant to a merger or other corporate transaction.

     

    (ii)          Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of
      an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option and to the extent required by Applicable Laws, shall be determined at the time of grant) and may consist entirely of
      (1) cash; (2) check; (3) to the extent permitted under, and in accordance with, Applicable Laws, delivery of a promissory note with such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate (subject
      to the provisions of Section 152 of the Delaware General Corporation Law); (4) cancellation of indebtedness; (5) other previously owned Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares
      as to which the Option is exercised; (6) a Cashless Exercise; (7) such other consideration and method of payment permitted under Applicable Laws; or (8) any combination of the foregoing methods of payment. In making its determination as to the type
      of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration
      at the time of any Option exercise.

     

    (c)           Exercise of Option.

     

    (i)          General.

     

    (1)            Exercisability. Any Option granted hereunder shall be exercisable at such times and under such
      conditions as determined by the Administrator, consistent with the terms of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company, and Parent, Subsidiary or Affiliate,
      and/or the Optionee, provided that the exercise of any Option shall not be permitted unless the Administrator is satisfied at the relevant time that such exercise would not be a breach of any share dealing or other corporate governance code adopted
      by the Company from time to time.

    
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    (2)            Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent
      the vesting of Options shall be tolled during any leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any leave (unless otherwise required by Applicable Laws). Notwithstanding the
      foregoing, in the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon an Optionee’s returning from military leave (under conditions that would entitle him or her to protection upon such return
      under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Optionee continued to provide services to the Company (or any Parent,
      Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

     

    (3)            Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The
      Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

     

    (4)            Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such
      exercise has been received by the Company in accordance with the terms of the Option Agreement by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised and
      has paid, or made arrangements to satisfy, any applicable taxes, withholding, required deductions or other required payments in accordance with Section 9 below. The exercise of an Option shall result in a decrease in the number of Shares that
      thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

     

    (5)            Rights as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate
      entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a holder of capital stock (if any) shall exist with respect to the Optioned Stock, notwithstanding
      the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Section 11 below.

     

    (ii)          Termination of Continuous Service Status. The Administrator shall establish and set forth in the
      applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any
      time. To the extent that an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, the following provisions shall apply:

     

    (1)            General Provisions. If the Optionee (or other person entitled to exercise the Option) does not exercise
      the Option to the extent so entitled within the time specified below, the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the
      expiration of the Option term as set forth in the Option Agreement (and subject to this Section 7).

     

    
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    (2)            Termination other than Upon Disability or Death or for Cause. In the event of termination of an
      Optionee’s Continuous Service Status other than under the circumstances set forth in the subsections (3) through (5) below, such Optionee may exercise any outstanding Option at any time within 3 months following such termination to the extent the
      Optionee is vested in the Optioned Stock on the date of such termination.

     

    (3)            Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a
      result of his or her Disability, such Optionee may exercise any outstanding Option at any time within 12 months following such termination to the extent the Optionee is vested in the Optioned Stock on the date of such termination.

     

    (4)            Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service
      Status since the date of grant of any outstanding Option, or within 3 months following termination of the Optionee’s Continuous Service Status, the Option may be exercised by any beneficiaries designated in accordance with Section 15 below, or if
      there are no such beneficiaries, by the Optionee’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time within 12 months following the date the Optionee’s Continuous Service Status terminated,
      but only to the extent the Optionee is vested in the Optioned Stock on the date of such termination.

     

    (5)            Termination for Cause. In the event of termination of an Optionee’s Continuous Service Status for
      Cause, any outstanding Option (including any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee’s Continuous Service Status for Cause. If an
      Optionee’s Continuous Service Status is suspended pending an investigation of whether the Optionee’s Continuous Service Status will be terminated for Cause, all the Optionee’s rights under any Option, including the right to exercise the Option, shall
      be suspended during the investigation period. Nothing in this Section 7(c)(ii)(5) shall in any way limit the Company’s right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement.

     

    (iii)         Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares
      an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

     

    8.             Restricted Stock.

     

    (a)           Rights to Purchase. When a right to purchase or receive Restricted Stock is granted under the Plan, the
      Company shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, if any (which shall be as determined by
      the Administrator, subject to Applicable Laws, including any applicable securities laws), and the time within which such person must accept such offer. The permissible consideration for Restricted Stock shall be determined by the Administrator and
      shall be the same as is set forth in Section 7(b)(ii) above with respect to exercise of Options. Any restrictions on the grant and/or exercise of Options shall also apply to the right to purchase or receive Restricted Stock. The offer to purchase
      Shares shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.

     

    
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    (b)           Repurchase Option.

     

    (i)           General. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall
      grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the Participant’s Continuous Service Status for any reason (including death or Disability) at a purchase price for Shares equal to the original
      purchase price paid by the purchaser to the Company for such Shares and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.

     

    (ii)          Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent
      the lapsing of Company repurchase rights shall be tolled during any leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any leave (unless otherwise required by Applicable Laws).
      Notwithstanding the foregoing, in the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would
      entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the
      same extent as would have applied had the Participant continued to provide services to the Company (or any Parent, Subsidiary or Affiliate, if applicable) throughout the leave on the same terms as he or she was providing services immediately prior to
      such leave.

     

    (c)           Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and
      conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each Participant.

     

    (d)           Rights as a Holder of Capital Stock. Once the Restricted Stock is purchased, the Participant shall have
      the rights equivalent to those of a holder of capital stock, and shall be a record holder when his or her purchase and the issuance of the Shares is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be
      made for a dividend or other right for which the record date is prior to the date the Restricted Stock is purchased, except as provided in Section 11 below.

     

    
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    9.             Taxes.

     

    (a)           As a condition of the grant, vesting and exercise of an Award, the Participant (or in the case of the Participant’s
      death or a permitted transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable U.S. federal, state, local or foreign tax, withholding, and any other
      required deductions or payments that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied.

     

    (b)           The Administrator may, to the extent permitted under Applicable Laws, permit a Participant (or in the case of the
      Participant’s death or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding, or any other required deductions or payments by Cashless Exercise or by surrendering Shares (either
      directly or by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, any such Cashless Exercise must be an approved broker-assisted Cashless Exercise or the Shares withheld in the Cashless
      Exercise must be limited to avoid financial accounting charges under applicable accounting guidance and any such surrendered Shares must have been previously held for any minimum duration required to avoid financial accounting charges under
      applicable accounting guidance. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission.

     

    10.           Non-Transferability of Awards.

     

    (a)           General. Except as set forth in this Section 10, Awards may not be sold, pledged, assigned,
      hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the lifetime of
      the holder of the Option, only by such holder or a transferee permitted by this Section 10.

     

    (b)           Limited Transferability Rights. Notwithstanding anything else in this Section 10, the Administrator may
      in its sole discretion provide that any Nonstatutory Stock Options may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift to
      Family Members. Further, beginning with (i) the period when the Company begins to rely on the exemption described in Rule 12h-1(f)(1) promulgated under the Exchange Act, as determined by the Board in its sole discretion, and (ii) ending on the
      earlier of (A) the date when the Company ceases to rely on such exemption, as determined by the Board in its sole discretion, or (B) the date when the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,
      (1) a Nonstatutory Stock Option, or prior to exercise, the Shares subject to a Nonstatutory Stock Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put
      equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively) and (2) an Incentive Stock Option may not be transferred or disposed of by will or the laws of descent or
      distribution, other than to (i) persons who are Family Members through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing sentence,
      the Board, in its sole discretion, may permit transfers of Nonstatutory Stock Options to the Company or in connection with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).

     

    
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    11.           Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

     

    (a)           Changes in Capitalization. To the extent required under Applicable Laws, (i) the numbers and class of
      Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered by each outstanding Award, (ii) the exercise price per Share of each such outstanding Option, and (iii) any repurchase price per Share
      applicable to Shares issued pursuant to any Award, may be adjusted by the Administrator in the event of a shares split, reverse shares split, shares dividend, combination, consolidation, reclassification of the Shares or subdivision of the Shares. In
      the event of any increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable in a form other than Shares in an amount that
      has a material effect on the Fair Market Value, a recapitalization (including a recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, amalgamation, merger, spin-off, split-up, change in corporate structure
      or a similar occurrence, the Administrator may make appropriate adjustments, in its discretion, in one or more of (i) the numbers and class of Shares or other shares or securities: (x) available for future Awards under Section 3 above and (y) covered
      by each outstanding Award, (ii) the exercise price per Share of each outstanding Option and (iii) any repurchase price per Share applicable to Shares issued pursuant to any Award, and any such adjustment by the Administrator shall be made in the
      Administrator’s sole and absolute discretion and shall be final, binding and conclusive. Except as expressly provided herein, 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 or price of Shares subject to an Award. If, by reason of a transaction described in this Section 11(a) or an adjustment pursuant to this Section 11(a), a
      Participant’s Award agreement or agreement related to any Optioned Stock or Restricted Stock covers additional or different shares or securities, then such additional or different classes of shares, and the Award agreement or agreement related to the
      Optioned Stock or Restricted Stock in respect thereof, shall be subject to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock and Restricted Stock prior to such adjustment.

     

    (b)           Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award
      will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

     

    
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    (c)           Corporate Transactions. In the event of (i) a transfer of all or substantially all of the Company’s
      assets, (ii) a merger, amalgamation, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, or (iii) the consummation of a transaction, or series of related
      transactions, in which any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then
      outstanding capital stock (a “Corporate Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines (subject to the last sentence of this paragraph), which determination may be made without the
      consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical manner. Such determination, without the consent of any Participant, may provide (without limitation) for one or more of the following in the
      event of a Corporate Transaction: (A) the continuation of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding Awards by the surviving corporation or its parent; (C) the
      substitution by the surviving corporation or its parent of new options or equity awards for such Awards; (D) the cancellation of such Awards and a payment to the Participants equal to the excess of (1) the Fair Market Value of the Shares subject to
      such Awards as of the closing date of such Corporate Transaction over (2) the exercise price or purchase price for the Shares to be issued pursuant to the exercise of such Awards (such payment shall be made in the form of cash, cash equivalents
      and/or securities of the surviving corporation or its parent with a Fair Market Value equal to the required amount; if the exercise price or purchase price per Share of the Shares to be issued pursuant to the exercise of such Awards exceeds the Fair
      Market Value per Share of such Shares, as of the closing date of the Corporate Transaction, then such Awards may be cancelled without making a payment to the Participants); or (E) the cancellation of any outstanding Options or an outstanding right to
      purchase Restricted Stock, in either case, for no consideration. Notwithstanding anything stated herein or in any other agreement to the contrary, whether such agreement was entered into before or after the date this Plan is effective, if any Award,
      or any agreement applicable to any Award, provides for accelerated vesting in connection with any termination of service that occurs on or after a Corporate Transaction, and the successor does not agree to assume the Award, or to substitute an
      equivalent award or right for the Award, then any acceleration of vesting that would otherwise occur upon such termination of service shall occur immediately prior to, and contingent upon, the consummation of such Corporate Transaction.

     

    12.           Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which
      the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator, provided that the grant of an Award shall not be permitted unless the Administrator is satisfied at the relevant time that such
      grant would not be a breach of any share dealing or other corporate governance code adopted by the Company from time to time.

     

    13.           Amendment and Termination of the Plan. The Board may at any time amend or terminate the Plan, but no
      amendment or termination shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable
      Laws, the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such a degree as required.

     

    
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    14.           Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement
      entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Laws, with such
      compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of any Option or purchase of any Restricted Stock, the Company may require the person exercising the Option or purchasing the Restricted Stock
      to represent and warrant at the time of any such exercise or purchase that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
      representation is advisable or required by Applicable Laws. Shares issued upon exercise of Options or purchase of Restricted Stock prior to the date, if ever, on which the Common Stock becomes a Listed Security shall be subject to a right of first
      refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable
      Option Agreement or Restricted Stock Purchase Agreement.

     

    15.           Beneficiaries. If permitted by the Company, a Participant may designate one or more beneficiaries with
      respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participant’s death. Except as otherwise provided in an Award
      Agreement, if no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall be transferred or distributed to the Participant’s estate or to any person who has the
      right to acquire the Award by bequest or inheritance.

     

    16.           Approval of Holders of Capital Stock. If required by Applicable Laws, continuance of the Plan shall be
      subject to approval by the holders of capital stock of the Company within 12 months before or after the date the Plan is adopted or, to the extent required by Applicable Laws, any date the Plan is amended. Such approval shall be obtained in the
      manner and to the degree required under Applicable Laws.

     

    17.           Addenda. The Administrator may approve such addenda to the Plan as it may consider necessary or
      appropriate for the purpose of granting Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator 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.

     

    18.           Information to Holders of Options. In the event the Company is relying on the exemption provided by
      Rule 12h-1(f) under the Exchange Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act of 1933, as amended, to all holders of Options in accordance with the requirements thereunder until such
      time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company may request that holders of Options agree to keep the information to be provided pursuant to this Section confidential. If the
      holder of Options does not agree to keep the information to be provided pursuant to this Section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) of the Exchange
      Act.

     

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