Exhibit 10.5


INHIBIKASE
THERAPEUTICS, INC.


 


2020
EQUITY INCENTIVE PLAN


 


Section 1.     Purpose;
Definitions. The purposes of the Inhibikase Therapeutics, Inc. 2020 Equity Incentive
Plan (as amended from time to time, the “Plan”) are to: (a) enable Inhibikase Therapeutics, Inc. (the
 “Company”) and its affiliated companies to recruit and retain highly qualified employees, directors and consultants;
(b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees,
directors and consultants with an opportunity to share in the growth and value of the Company.


 


For purposes of the Plan, the following terms
will have the meanings defined below, unless the context clearly requires a different meaning:


 


(a)            “Affiliate”
means, with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control with
such Person.


 


(b)            “Applicable
Law” means the legal requirements relating to the administration of and issuance of securities under stock incentive
plans, including, without limitation, the requirements of state corporations law, federal, state and foreign securities law, federal,
state and foreign tax law, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed
or quoted.


 


(c)            “Award”
means an award of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units made under this Plan.


 


(d)            “Award
Agreement” means, with respect to any particular Award, the written document that sets forth the terms of that particular
Award.


 


(e)            “Board”
means the Board of Directors of the Company, as constituted from time to time.


 


(f)            “Cause”
means (i) Participant’s refusal to comply with any lawful directive or policy of the Company which refusal is not cured
by the Participant within ten (10) days of such written notice from the Company; (ii) the Company’s determination
that Participant has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information
or other intellectual property or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate;
(iii) a material breach by the Participant of any written agreement with or any fiduciary duty owed to any Company or any
Subsidiary or Affiliate; (iv) Participant’s conviction (or the entry of a plea of a nolo contendere or equivalent plea)
in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude; or (v) Participant’s
habitual or repeated misuse of, or habitual or repeated performance of Participant’s duties under the influence of, alcohol,
illegally obtained prescription controlled substances or non-prescription controlled substances. Notwithstanding the foregoing,
if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or
other similar agreement that specifically defines “cause,” then with respect to such Participant, “Cause”
shall have the meaning defined in such other agreement.


 






     


     


    

 


(g)            “Change
in Control” shall mean the occurrence of any of the following events: (i) any “person” (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total
power to vote for the election of directors of the Company; (ii) during any twelve month period, individuals who at the beginning
of such period constitute the Board and any new director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in Section 1(g)(i), Section 1(g)(iii), Section 1(g)(iv) or
Section 1(g)(v) hereof) whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning
of the period of whose election or nomination for election was previously approved, cease for any reason to constitute a majority
thereof; (iii) the merger or consolidation of the Company with another corporation where the stockholders of the Company,
immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares
entitling such stockholders to 50% or more of all votes to which all stockholders of the surviving corporation would be entitled
in the election of directors (without consideration of the rights of any class of stock to elect directors by a separate class
vote); (iv) the sale or other disposition of all or substantially all of the assets of the Company; (v) a liquidation
or dissolution of the Company, (vi) acceptance by shareholders of the Company of shares in a share exchange if the shareholders
of the Company immediately before such share exchange do not or will not own directly or indirectly immediately following such
share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting
from or surviving such share exchange in substantially the same proportion as their ownership of the voting securities outstanding
immediately before such share exchange or (vii) such other event deemed to constitute a “Change in Control” by
the Board.


 


Notwithstanding anything in the Plan or an
Award Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, no event that, but for the
application of this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall
be a Change in Control unless such event is also a “change in control event” as defined in Section 409A of the
Code.


 


(h)            “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.


 


(i)            “Committee”
means the committee designated by the Board to administer the Plan under Section 2. To the extent required under Applicable
Law, the Committee shall have at least two members and each member of the Committee shall be a Non-Employee Director.


 


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


 


(k)            “Disability”
means a condition rendering a Participant Disabled.


 


(l)            “Disabled”
will have the same meaning as set forth in Section 22(e)(3) of the Code.


 






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


 


(n)            “Fair
Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on
any established stock exchange or a national market system, including, without limitation, the Nasdaq Capital Market, the Fair
Market Value of a Share will be the closing sales price for such stock as quoted on that system or exchange (or the system or exchange
with the greatest volume of trading in Shares) at the close of regular hours trading on the day of determination; (ii) if
the Shares are regularly quoted by recognized securities dealers but selling prices are not reported, the Fair Market Value of
a Share will be the mean between the high bid and low asked prices for Shares at the close of regular hours trading on the day
of determination; or (iii) if Shares are not traded as set forth above, the Fair Market Value will be determined in good faith
by the Committee taking into consideration such factors as the Committee considers appropriate, such determination by the Committee
to be final, conclusive and binding. Notwithstanding the foregoing, (1) with respect to any Award that is effective upon the
execution of an underwriting agreement with respect to the Company’s initial public offering of common stock, the Fair Market
Value shall mean the initial public offering price of a Share as set forth in underwriting agreement or (2) in connection
with a Change in Control, Fair Market Value shall be determined in good faith by the Committee, such determination by the Committee
to be final conclusive and binding.


 


(o)            “Incentive
Stock Option” means any Option intended to be an “Incentive Stock Option” within the meaning of Section 422
of the Code.


 


(p)            “Non-Employee
Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange
Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission.


 


(q)            “Non-Qualified
Stock Option” means any Option that is not an Incentive Stock Option.


 


(r)            “Option”
means any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) granted
pursuant to Section 5 hereof.


 


(s)            “Parent”
means, in respect of the Company, a “parent corporation” as defined in Section 424(e) of the Code.


 


(t)            “Participant”
means an employee, consultant, Director, or other service provider of or to the Company or any of its respective Affiliates to
whom an Award is granted.


 


(u)            “Person”
means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or
other entity or association.


 


(v)            “Restricted
Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof.


 


(w)            “Restricted
Stock Unit” means a right granted under and subject to restrictions pursuant to Section 9 hereof.


 






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(x)            “Shares”
means shares of the Company’s common stock, par value $.001 subject to substitution or adjustment as provided in Section 3(c) hereof.


 


(y)            “Stock
Appreciation Right” means a right granted under and subject to Section 6 hereof.


 


(z)            “Subsidiary”
means, in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code.


 


Section 2.     Administration.
The Plan shall be administered by the Committee, provided that, notwithstanding anything to the contrary herein, in its sole discretion,
the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with
respect to matters which under Applicable Law are required to be in the sole discretion of the Committee. Any action of the Committee
in administering the Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, Affiliates,
their respective employees, the Participants, persons claiming rights from or through Participants and stockholders of the Company.


 


The Committee will have full authority to
grant Awards under this Plan and determine the terms of such Awards. Such authority will include the right to:


 


(a)            select
the individuals to whom Awards are granted (consistent with the eligibility conditions set forth in Section 4);


 


(b)            determine
the type of Award to be granted;


 


(c)            determine
the number of Shares, if any, to be covered by each Award;


 


(d)            establish
the terms and conditions of each Award;


 


(e)            establish
the performance conditions relevant to any Award and certify whether such performance conditions have been satisfied;


 


(f)            approve
forms of agreements (including Award Agreements) for use under the Plan;


 


(g)            determine
whether and under what circumstances an Option may be exercised without a payment of cash under Section 5(d);


 


(h)            accelerate
the vesting or exercisability of an Award and to modify or amend each Award, subject to Section 10; and


 


(i)            extend
the period of time for which an Option or Stock Appreciation Right is to remain exercisable following a Participant’s termination
of service to the Company from the limited period otherwise in effect for that Option or Stock Appreciation Right to such greater
period of time as the Committee deems appropriate, but in no event beyond the expiration of the term of the Option or Stock Appreciation
Right.


 






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The Committee will have the authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable;
to establish the terms and form of each Award Agreement; to interpret the terms and provisions of the Plan and any Award issued
under the Plan (and any Award Agreement); and to otherwise supervise the administration of the Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent
it deems necessary to carry out the intent of the Plan.


 


The Committee may delegate to one or more
officers of the Company the authority to grant Awards to Participants who are not subject to the requirements of Section 16
of the Exchange Act and the rules and regulations thereunder, provided that the Committee shall have fixed the total number
of Shares subject to such delegation. Any such delegation shall be subject to the applicable corporate laws of the State of Delaware.
The Committee may revoke any such allocation or delegation at any time for any reason with or without prior notice.


 


No Director will be liable for any good faith
determination, act or omission in connection with the Plan or any Award.


 


Section 3.     Shares
Subject to the Plan.


 


(a)            Shares
Subject to the Plan. Subject to adjustment as provided in Section 3(c) of the Plan, the maximum number of
Shares that may be issued in respect of Awards under the Plan is 8,650,000 Shares (the “Plan Limit”). Subject
to adjustment as provided in Section 3(c) of the Plan, the maximum aggregate number of Shares that may be issued in respect
of Incentive Stock Options under the Plan is 8,650,000. Any shares issued hereunder may consist, in whole or in part, of authorized
and unissued shares or treasury shares. Any shares issued by the Company through the assumption or substitution of outstanding
grants in connection with the acquisition of another entity shall not reduce the maximum number of shares available for delivery
under the Plan.


 


(i)            If
any award granted under the Inhibikase Therapeutics, Inc. 2011 Equity Incentive Plan, as amended (the “2011 Plan”)
expires, terminates, is canceled or is forfeited for any reason after the Effective Date, the Shares subject to that award will
be added to the Plan Limit and become available for issuance hereunder.


 


(ii)            The
maximum total grant date fair value of Awards (as measured by the Company for financial accounting purposes) granted to any Participant
in his or her capacity as a Non-Employee Director in any single calendar year shall not exceed $250,000.


 


(b)            Effect
of the Expiration or Termination of Awards. If and to the extent that an Option or a Stock Appreciation Right expires, terminates
or is canceled or forfeited for any reason without having been exercised in full, the Shares associated with that Award will again
become available for grant under the Plan. Similarly, if and to the extent an Award of Restricted Stock or Restricted Stock Units
is canceled or forfeited for any reason, the Shares subject to that Award will again become available for grant under the Plan.
Shares withheld in settlement of a tax withholding obligation associated with an Award, or in satisfaction of the exercise price
payable upon exercise of an Option, will not again become available for grant under the Plan.


 






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(c)            Other
Adjustment. In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization,
stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, stock dividend, dividend in kind,
or other like change in capital structure (other than ordinary cash dividends) to shareholders of the Company, or other similar
corporate event or transaction affecting the Shares, the Committee, to prevent dilution or enlargement of Participants’ rights
under the Plan, shall, in such manner as it deems equitable, substitute or adjust, in its sole discretion, the number and kind
of shares that may be issued under the Plan or under any outstanding Awards, the number and kind of shares subject to outstanding
Awards, the exercise price, grant price or purchase price applicable to outstanding Awards, and/or any other affected terms and
conditions of this Plan or outstanding Awards.


 


(d)            Change
in Control. Notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control,
the Committee may, in its sole and absolute discretion and without the need for the consent of any Participant, take one or more
of the following actions contingent upon the occurrence of that Change in Control:


 


(i)            cause
any or all outstanding Awards to become vested and immediately exercisable (as applicable), in whole or in part;


 


(ii)            cause
any outstanding Option or Stock Appreciation Right to become fully vested and immediately exercisable for a reasonable period in
advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel that Option or Stock
Appreciation Right upon closing of the Change in Control;


 


(iii)          cancel
any unvested Award or unvested portion thereof, with or without consideration;


 


(iv)          cancel
any Award in exchange for a substitute award;


 


(v)          redeem
any Restricted Stock or Restricted Stock Unit for cash and/or other substitute consideration with value equal to the Fair Market
Value of an unrestricted Share on the date of the Change in Control;


 


(vi)          cancel
any Option or Stock Appreciation Right in exchange for cash and/or other substitute consideration with a value equal to: (A) the
number of Shares subject to that Option or Stock Appreciation Right, multiplied by (B) the difference, if any, between the
Fair Market Value per Share on the date of the Change in Control and the exercise price of that Option or the base price of the
Stock Appreciation Right; provided, that if the Fair Market Value per Share on the date of the Change in Control does not
exceed the exercise price of any such Option or the base price of any such Stock Appreciation Right, the Committee may cancel that
Option or Stock Appreciation Right without any payment of consideration therefor; and/or


 






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(vii)            take
such other action as the Committee shall determine to be reasonable under the circumstances.


 


Notwithstanding any provision of this Section 3(d),
in the case of any Award subject to Section 409A of the Code, the Committee shall only be permitted to take actions under
this Section 3(d) to the extent that such actions would be consistent with the intended treatment of such Award under
Section 409A of the Code.


 


In the discretion of the Committee, any cash
or substitute consideration payable upon cancellation of an Award may be subjected to (i) vesting terms substantially identical
to those that applied to the cancelled Award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback
or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection
with the Change in Control.


 


(e)            Foreign
Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply
with the laws in countries other than the United States in which the Company and its Affiliates operate or have employees,
directors and consultants, or in order to comply with the requirements of any foreign securities
exchange or other Applicable Law, the Committee, in its sole discretion, shall have the power and authority to: (i) modify
the terms and conditions of any Award granted to employees, directors and consultants outside
the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements
of any foreign securities exchange); (ii) establish subplans and modify exercise procedures and other terms and procedures,
to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or
modifications shall increase the share limitations contained in Section 3(a); and (iii) take any action, before
or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory
exemptions or approvals or listing requirements of any foreign securities exchange.


 


Section 4.     Eligibility.
Employees, Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to
be granted Awards under the Plan; provided, however, that only employees of the Company, any Parent or a Subsidiary are
eligible to be granted Incentive Stock Options.


 


Section 5.     Options.
Options granted under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options.
The Award Agreement shall state whether such grant is an Incentive Stock Option or a Non-Qualified Stock Option. Any Option granted
under the Plan will be in such form as the Committee may at the time of such grant approve.


 


The Award Agreement evidencing any Option
will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee deems appropriate in its sole and absolute discretion:


 


(a)            Option
Price. The exercise price per Share under an Option will be determined by the Committee and will not be less than 100% of the
Fair Market Value of a Share on the date of the grant. However, any Incentive Stock Option granted to any Participant who, at the
time the Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of
the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, will have an
exercise price per Share of not less than 110% of Fair Market Value per Share on the date of the grant.


 






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(b)            Option
Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after the
date the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option is granted,
owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code,
stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, may not have a term of
more than 5 years. No Option may be exercised by any Person after expiration of the term of the Option.


 


(c)            Exercisability.
Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee.
Such terms and conditions may include the continued employment or service of the Participant, the attainment of specified individual
or corporate performance goals, or such other factors as the Committee may determine in its sole discretion (the “Vesting
Conditions”).


 


(d)            Method
of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section 5(c) and
the termination provisions of Section 7, Options may be exercised in whole or in part from time to time during their
term by the delivery of written notice to the Company specifying the number of Shares to be purchased. Such notice will be accompanied
by payment in full of the purchase price, either by certified or bank check, or such other means as the Committee may accept. The
Committee may, in its sole discretion, permit payment of the exercise price of an Option in the form of previously acquired Shares
based on the Fair Market Value of the Shares on the date the Option is exercised or through means of a “net settlement,”
whereby the Option exercise price will not be due in cash and where the number of Shares issued upon such exercise will be equal
to: (A) the product of (i) the number of Shares as to which the Option is then being exercised, and (ii) the excess,
if any, of (a) the then current Fair Market Value per Share over (b) the Option exercise price, divided by (B) the
then current Fair Market Value per Share.


 


No Shares will be issued upon exercise of
an Option until full payment therefor has been made. A Participant will not have the right to distributions or dividends or any
other rights of a stockholder with respect to Shares subject to the Option until the Participant has given written notice of exercise,
has paid in full for such Shares, if requested, has given the representation described in Section 16(a) hereof
and fulfills such other conditions as may be set forth in the applicable Award Agreement.


 


(e)            Incentive
Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time
of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during
any calendar year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary will not exceed $100,000. For
purposes of applying the foregoing limitation, Incentive Stock Options will be taken into account in the order granted. To
the extent any Option does not meet such limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option.


 






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(f)            Termination
of Service. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee at or after
the time of grant, Options will be subject to the terms of Section 7 with respect to exercise upon or following termination
of employment or other service.


 


Section 6.     Stock
Appreciation Right. Subject to the other terms of the Plan, the Committee may grant
Stock Appreciation Rights to eligible individuals. Each Stock Appreciation Right shall represent the right to receive, upon exercise,
an amount equal to the number of Shares subject to the Award that is being exercised multiplied by the excess of (i) the Fair
Market Value of a Share on the date the Award is exercised, over (ii) the base price specified in the applicable Award Agreement.
Distributions may be made in cash, Shares, or a combination of both, at the discretion of the Committee. Each Stock Appreciation
Right shall be evidenced by an Award Agreement in a form that is approved by the Committee. Such Award Agreement shall indicate
the base price, the term and the Vesting Conditions for such Award. A Stock Appreciation Right base price may never be less than
the Fair Market Value of the underlying common stock of the Company on the date of grant of such Stock Appreciation Right. The
term of each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation Right will be exercisable more
than 10 years after the date the Stock Appreciation Right is granted. Subject to the terms and conditions of the applicable Award
Agreement, Stock Appreciation Rights may be exercised in whole or in part from time to time during their term by the delivery of
written notice to the Company specifying the number of Shares to be exercised. Unless otherwise specified in the applicable Award
Agreement or as otherwise provided by the Committee at or after the time of grant, Stock Appreciation Rights will be subject to
the terms of Section 7 with respect to exercise upon or following termination of employment or other service.


 


Section 7.     Termination
of Service. Unless otherwise specified with respect to a particular Option or Stock
Appreciation Right in the applicable Award Agreement or otherwise determined by the Committee, any portion of an Option or Stock
Appreciation Right that is not exercisable upon termination of service will expire immediately and automatically upon such termination
and any portion of an Option or Stock Appreciation Right that is exercisable upon termination of service will expire on the date
it ceases to be exercisable in accordance with this Section 7.


 


(a)            Termination
by Reason of Death. If a Participant’s service with the Company or any Affiliate terminates by reason of death, any Option
or Stock Appreciation Right held by such Participant may thereafter be exercised, to the extent it was exercisable at the time
of his or her death or on such accelerated basis as the Committee may determine at or after grant, by the legal representative
of the estate or by the legatee of the Participant, for a period expiring (i) at such time as may be specified by the Committee
at or after grant, or (ii) if not specified by the Committee, then 12 months from the date of death, or (iii) if sooner
than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or
Stock Appreciation Right.


 






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(b)            Termination
by Reason of Disability. If a Participant’s service with the Company or any Affiliate terminates by reason of Disability,
any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant or his or her personal
representative, to the extent it was exercisable at the time of termination, or on such accelerated basis as the Committee may
determine at or after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant,
or (ii) if not specified by the Committee, then 12 months from the date of termination of service, or (iii) if sooner
than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or
Stock Appreciation Right.


  


(c)            Cause.
If a Participant’s service with the Company or any Affiliate is terminated for Cause or if a Participant resigns at a time
that there was a Cause basis for such Participant’s termination: (i) any Option or Stock Appreciation Right, or portion
thereof, not already exercised will be immediately and automatically forfeited as of the date of such termination, and (ii) any
Shares for which the Company has not yet delivered share certificates will be immediately and automatically forfeited and the Company
will refund to the Participant the Option exercise price paid for such Shares, if any.


 


(d)            Other
Termination. If a Participant’s service with the Company or any Affiliate terminates for any reason other than death,
Disability or Cause, any Option or Stock Appreciation Right held by such Participant may thereafter be exercised by the Participant,
to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Committee may determine at
or after grant, for a period expiring (i) at such time as may be specified by the Committee at or after grant, or (ii) if
not specified by the Committee, then 90 days from the date of termination of service, or (iii) if sooner than the applicable
period specified under (i) or (ii) above, upon the expiration of the stated term of such Option or Stock Appreciation
Right.


 


Section 8.     Restricted
Stock.


 


(a)            Issuance.
Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine the time or times
within which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase price for Restricted
Stock may, but need not, be zero. The prospective recipient of an Award of Restricted Stock will not have any rights with respect
to such Award, unless and until such recipient has delivered to the Company an executed Award Agreement and has otherwise complied
with the applicable terms and conditions of such Award.


 


(b)            Certificates.
Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing the number of shares
of common stock subject to such Award be issued to the Participant or placed in a restricted stock account (including an electronic
account) with the transfer agent and in either case designating the Participant as the registered owner. The certificate(s), if
any, representing such shares shall be physically or electronically legended, as applicable, as to sale, transfer, assignment,
pledge or other encumbrances during the Restriction Period and if issued to the Participant, returned to the Company, to be held
in escrow during the Restriction Period. As a condition to any Award of Restricted Stock, the Participant may be required to deliver
to the Company a share power, endorsed in blank, relating to the Shares covered by such Award.


 






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(c)            Restrictions
and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditions
and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its
sole and absolute discretion:


 


(i)            During
a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee
(the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise
encumber Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock upon
one or more Vesting Conditions.


 


(ii)         While
any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock,
the right to vote the Shares. If any cash distributions or dividends are payable with respect to the Restricted Stock, the Committee,
in its sole discretion, may require the cash distributions or dividends to be subjected to the same Restriction Period as is applicable
to the Restricted Stock with respect to which such amounts are paid, or, if the Committee so determines, reinvested in additional
Restricted Stock to the extent Shares are available under Section 3(a) of the Plan. A Participant shall not be
entitled to interest with respect to any dividends or distributions subjected to the Restriction Period. Any distributions or dividends
paid in the form of securities with respect to Restricted Stock will be subject to the same terms and conditions as the Restricted
Stock with respect to which they were paid, including, without limitation, the same Restriction Period.


 


(iii)         Subject
to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if a Participant’s service
with the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s
Restricted Stock that then remains subject to forfeiture will then be forfeited automatically.


 


Section 9.     Restricted
Stock Units. Subject to the other terms of the Plan, the Committee may grant Restricted
Stock Units to eligible individuals and may impose one or more Vesting Conditions on such units. Each Restricted Stock Unit shall
be evidenced by an Award Agreement in the form that is approved by the Committee and that is not inconsistent with the terms and
conditions of the Plan. Each Restricted Stock Unit will represent a right to receive from the Company, upon fulfillment of any
applicable conditions, an amount equal to the Fair Market Value (at the time of the distribution) of one Share. Distributions may
be made in Shares. All other terms governing Restricted Stock Units, such as Vesting Conditions, time and form of payment and termination
of units shall be set forth in the applicable Award Agreement. The Participant shall not have any shareholder rights with respect
to the Shares subject to a Restricted Stock Unit Award until that Award vests and the Shares are actually issued thereunder, provided,
however, that an Award Agreement may provide for the inclusion of dividend equivalent payments or unit credits with respect to
the Award in the discretion of the Committee. Subject to the provisions of the applicable Award Agreement or as otherwise determined
by the Committee, if a Participant’s service with the Company terminates prior to the Restricted Stock Unit Award vesting
in full, any portion of the Participant’s Restricted Stock Units that then remain subject to forfeiture will then be forfeited
automatically.


 






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Section 10.     Amendments
and Termination. The Board may amend, alter or discontinue the Plan at any time. However,
except as otherwise provided in Section 3, no amendment, alteration or discontinuation will be made which would impair
the rights of a Participant with respect to an Award without that Participant’s consent or which, without the approval of
such amendment within 365 days of its adoption by the Board or by the Company’s stockholders in a manner consistent with
Treas. Reg. § 1.422-3 (or any successor provision), would: (i) increase the total number of Shares reserved for issuance
hereunder, or (ii) change the persons or class of persons eligible to receive Awards.


 


Section 11.     Prohibition
on Repricing Programs. Neither the Committee nor the Board shall (i) implement
any cancellation/re-grant program pursuant to which outstanding Options or Stock Appreciation Rights under the Plan are cancelled
and new Options or Stock Appreciation Rights are granted in replacement with a lower exercise or base price per share, (ii) cancel
outstanding Options or Stock Appreciation Rights under the Plan with exercise prices or base prices per share in excess of the
then current Fair Market Value per Share for consideration payable in equity securities of the Company or (iii) otherwise
directly reduce the exercise price or base price in effect for outstanding Options or Stock Appreciation Rights under the Plan,
without in each such instance obtaining shareholder approval.


 


Section 12.     Conditions
Upon Grant of Awards and Issuance of Shares.


 


(a)            The
implementation of the Plan, the grant of any Award and the issuance of Shares in connection with the issuance, exercise or vesting
of any Award made under the Plan shall be subject to the Company’s procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the Awards made under the Plan and the Shares issuable pursuant to those Awards.


 


(b)            No
Shares or other assets shall be issued or delivered under the Plan unless and until there shall have been compliance with all applicable
requirements of Applicable Law, including the filing and effectiveness of the Form S-8 registration statement for the Shares
issuable under the Plan, and all applicable listing requirements of any stock exchange on which Shares are then listed for trading.


 


Section 13.     Limits
on Transferability; Beneficiaries. No Award or other right or interest of a Participant
under the Plan shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability
of such Participant to, any party, other than the Company, any Subsidiary or Affiliate, or assigned or transferred by such Participant
other than by will or the laws of descent and distribution, and such Awards and rights shall be exercisable during the lifetime
of the Participant only by the Participant or his or her guardian or legal representative. Notwithstanding the foregoing, the Committee
may, in its discretion, provide that Awards or other rights or interests of a Participant granted pursuant to the Plan (other than
an Incentive Stock Option) be transferable, without consideration, to immediate family members (i.e., children, grandchildren or
spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only
partners. The Committee may attach to such transferability feature such terms and conditions as it deems advisable. In addition,
a Participant may, in the manner established by the Committee, designate a beneficiary (which may be a person or a trust) to exercise
the rights of the Participant, and to receive any distribution, with respect to any Award upon the death of the Participant. A
beneficiary, guardian, legal representative or other person claiming any rights under the Plan from or through any Participant
shall be subject to all terms and conditions of the Plan and any Award Agreement applicable to such Participant, except as otherwise
determined by the Committee, and to any additional restrictions deemed necessary or appropriate by the Committee.


 






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Section 14.     Withholding.
No later than the date as of which an amount first becomes includible in the gross income of the Participant for federal income
tax purposes with respect to any Award under the Plan, the Participant will pay to the Company, or make arrangements satisfactory
to the Company regarding the payment of, any federal, state or local taxes of any kind required by law to be withheld with respect
to such amount. To the extent authorized by the Committee, the required tax withholding may be satisfied by the withholding of
Shares subject to the Award based on the Fair Market Value on the date of withholding, but in any case not in excess of the amount
determined based on the maximum statutory tax rate in the applicable jurisdiction. The obligations of the Company under the Plan
will be conditioned on such payment or arrangements and the Company will have the right to deduct any such taxes from any payment
of any kind otherwise due to the Participant.


 


Section 15.     Liability
of Company.


 


(a)            Inability
to Obtain Authority. If the Company cannot, by the exercise of commercially reasonable efforts, obtain authority from any regulatory
body having jurisdiction for the sale of any Shares under this Plan, and such authority is deemed by the Company’s counsel
to be necessary to the lawful issuance of those Shares, the Company will be relieved of any liability for failing to issue or sell
those Shares.


 


(b)            Rights
of Participants and Beneficiaries. The Company will pay all amounts payable under this Plan only to the applicable Participant,
or beneficiaries entitled thereto pursuant to this Plan. The Company will not be liable for the debts, contracts, or engagements
of any Participant or his or her beneficiaries, and rights to cash payments under this Plan may not be taken in execution by attachment
or garnishment, or by any other legal or equitable proceeding while in the hands of the Company.


 


Section 16.     General
Provisions.


 


(a)            The
Board may require each Participant to represent to and agree with the Company in writing that the Participant is acquiring securities
of the Company for investment purposes and without a view to distribution thereof and as to such other matters as the Board believes
are appropriate.


 






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(b)            The
Awards shall be subject to the Company’s stock ownership policies, as in effect from time to time.


 


(c)            All
certificates for Shares or other securities delivered under the Plan will be subject to such share-transfer orders and other restrictions
as the Board may deem advisable under the rules, regulations and other requirements of the Securities Act of 1933, as amended,
the Exchange Act, any stock exchange upon which the Shares are then listed, and any other Applicable Law, and the Board may cause
a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.


 


(d)            Nothing
contained in the Plan will prevent the Board from adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required.


 


(e)            Neither
the adoption of the Plan nor the execution of any document in connection with the Plan will: (i) confer upon any employee
or other service provider of the Company or an Affiliate any right to continued employment or engagement with the Company or such
Affiliate, or (ii) interfere in any way with the right of the Company or such Affiliate to terminate the employment or engagement
of any of its employees or other service providers at any time.


 


(f)            The
Awards (whether vested or unvested) shall be subject to rescission, cancellation or recoupment, in whole or in part, under any
current or future “clawback” or similar policy of the Company that is applicable to the Participant. Notwithstanding
any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange
listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government
regulation or stock exchange listing requirement.


 


Section 17.     Effective
Date of Plan. The Plan will become effective upon the execution of an underwriting
agreement with respect to the Company’s initial public offering of common stock (the date upon which the execution of such
agreement occurs, the “Effective Date”).


 


Section 18.     Term
of Plan. Unless the Plan shall theretofore have been terminated in accordance with
Section 10, the Plan shall terminate on the 10-year anniversary of the effective date, and no Awards under the Plan
shall thereafter be granted.


 


Section 19.     Invalid
Provisions. In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any Applicable Law, such invalidity or unenforceability will not be construed as rendering any other
provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the
same extent as though the invalid or unenforceable provision was not contained herein.


 


Section 20.     Governing
Law. The Plan and all Awards granted hereunder will be governed by and construed in
accordance with the laws and judicial decisions of the State of Delaware, without regard to the application of the principles of
conflicts of laws.


 






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Section 21.     Notices.
Any notice to be given to the Company pursuant to the provisions of this Plan must be given in writing and addressed, if to the
Company, to its principal executive office to the attention of its Chief Financial Officer (or such other Person as the Company
may designate in writing from time to time), and, if to a Participant, to the address contained in the Company’s personnel
files, or at such other address as that Participant may hereafter designate in writing to the Company. Any such notice will be
deemed duly given: if delivered personally or via recognized overnight delivery service, on the date and at the time so delivered;
if sent via telecopier or email, on the date and at the time telecopied or emailed with confirmation of delivery; or, if mailed,
five (5) days after the date of mailing by registered or certified mail.


 






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