Exhibit 10.16


 


SHIFT
TECHNOLOGIES INC.

2014 STOCK INCENTIVE PLAN


 


1.
Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional
incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.


 


2.
Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined
otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition
shall supersede the definition contained in this Section 2.


 


(a)
“Administrator” means the Board or any of the Committees appointed to administer the Plan.


 


(b)
“Affiliate” and “Associate” shall have the respective meanings ascribed
to such terms in Rule 12b2 promulgated under the Exchange Act.


 


(c)
“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions
of federal and state securities laws, the corporate laws of California and, to the extent other than California, the corporate
law of the state of the Company’s incorporation, the Code, the rules of any applicable stock exchange or national market system,
and the rules of any non-U.S. jurisdiction applicable to Awards granted to residents therein.


 


(d)
“Assumed” means that pursuant to a Corporate Transaction either (i) the Award is expressly affirmed by the Company
or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the
successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type
of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least
preserves the compensation element of the Award existing at the time of the Corporate Transaction as determined in accordance
with the instruments evidencing the agreement to assume the Award.


 


(e)
“Award” means the grant of an Option, SAR, Dividend Equivalent Right, Restricted Stock, Restricted Stock Unit
or other right or benefit under the Plan.


 


(f)
“Award Agreement” means the written agreement evidencing the grant of an Award executed by the Company and the
Grantee, including any amendments thereto.


 


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


 






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(h) “Cause”
means, with respect to the termination by the Company or a Related Entity of the Grantee’s Continuous Service, that
such termination is for “Cause” as such term (or word of like import) is expressly defined in a then-effective
written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective
written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i)
performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity;
(ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii)
commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however,
that with regard to any agreement that defines “Cause” on the occurrence of or in connection with a Corporate
Transaction or a Change in Control, such definition of “Cause” shall not apply until a Corporate Transaction or a
Change in Control actually occurs.


 


(i)
“Change in Control” means a change in ownership or control of the Company after the Registration Date
effected through either of the following transactions:


 


(i)
the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company
or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of beneficial ownership (within the meaning of Rule 13d3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to
a tender or exchange offer made directly to the Company’s shareholders which a majority of the Continuing Directors who are not
Affiliates or Associates of the offeror do not recommend such shareholders accept, or


 


(ii)
a change in the composition of the Board over a period of twelve (12) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised
of individuals who are Continuing Directors.


 


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


 


(k)
“Committee” means any committee composed of members of the Board appointed by the Board to administer the
Plan.


 


(1)
“Common Stock” means the Class A Common Stock, par value $0.0001, of the Company.


 


(m)
“Company” means Shift Technologies Inc., a Delaware corporation, or any successor entity that adopts the Plan
in connection with a Corporate Transaction.


 


(n)
“Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services
in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory
services to the Company or such Related Entity.


 


(o) “Continuing
Directors” means members of the Board who either (i) have been Board members continuously for a period of at least
twelve (12) months or (ii) have been Board members for less than twelve (12) months and were elected or nominated for
election as Board members by at least a majority of the Board members described in clause (i) who were still in office at the
time such election or nomination was approved by the Board.


 






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(p)
“Continuous Service” means that the provision of services to the Company or a Related Entity in any capacity
of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective
termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of
providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before
a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall
be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee
provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any
approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee,
Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related
Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). Notwithstanding
the foregoing, except as otherwise determined by the Administrator, in the event of any spin-off of a Related Entity, service
as an Employee, Director or Consultant for such Related Entity following such spin-off shall be deemed to be Continuous Service
for purposes of the Plan and any Award under the Plan. An approved leave of absence shall include sick leave, military leave,
or any other authorized personal leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds
three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive
Stock Option shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration
of such three (3) month period.


 


(q)
“Corporate Transaction” means any of the following transactions, provided, however, that the Administrator shall
determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and
conclusive:


 


(i)
a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated;


 


(ii)
the sale, transfer or other disposition of all or substantially all of the assets of the Company;


 


(iii)
the complete liquidation or dissolution of the Company;


 


(iv)
any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender
offer followed by a reverse merger) in which the Company is the surviving entity but (A) the shares of Common Stock
outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether
in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company’s outstanding securities are transferred to a person or persons different
from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger,
but excluding any such transaction or series of related transactions that the Administrator determines shall not be a
Corporate Transaction; or


 






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(v)
acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or
by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities
but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate
Transaction.


 


(r)
“Covered Employee” means an Employee who is a “covered employee” under Section 162(m)(3) of the Code.


 


(s)
“Director” means a member of the Board or the board of directors of any Related Entity.


 


(t)
“Disability” means as defined under the long-term disability policy of the Company or the Related Entity to which
the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity
to which the Grantee provides service does not have a long-term disability plan in place, “Disability” means that a
Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically
determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered
to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its
discretion.


 


(u)
“Dividend Equivalent Right” means a right entitling the Grantee to compensation measured
by dividends paid with respect to Common Stock.


 


(v)
“Employee” means any person, including an Officer or Director, who is in the employ of the Company or any Related
Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the
manner and method of performance. The payment of a director’s fee by the Company or a Related Entity shall not be sufficient to
constitute “employment” by the Company.


 


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


 






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


 


(i)
If the Common Stock is listed on one or more established stock exchanges or national market systems, including without
limitation The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market
LLC, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the
date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last
trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


 


(ii)
If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized
securities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities
dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share of Common Stock
shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such
prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or


 


(iii)
In the absence of an established market for the Common Stock of the type described in (i) and (ii), above, the Fair Market Value
thereof shall be determined by the Administrator in good faith and in a manner consistent with Applicable Laws.


 


(y)
“Good Reason” means the occurrence after a Corporate Transaction or Change in Control of any of the following
events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or
condition unless the Grantee provides written notice of the Grantee’s non-acquiescence within 30 days of the effective time
of such event or condition):


 


(i)
a change in the Grantee’s responsibilities or duties which represents a material and substantial diminution in the Grantee’s responsibilities
or duties as in effect immediately preceding the consummation of a Corporate Transaction or Change in Control;


 


(ii)
a reduction in the Grantee’s base salary to a level below that in effect at any time within six (6) months preceding the consummation
of a Corporate Transaction or Change in Control or at any time thereafter; provided that an across-the-board reduction in the
salary level of substantially all other individuals in positions similar to the Grantee’s by the same percentage amount shall
not constitute such a salary reduction; or


 


(iii)
requiring the Grantee to be based at any place outside a 50mile radius from the Grantee’s job location or residence prior to the
Corporate Transaction or Change in Control except for reasonably required travel on business which is not materially greater than
such travel requirements prior to the Corporate Transaction or Change in Control.


 


(z)
“Grantee” means an Employee, Director or Consultant who receives an Award under the Plan.


 






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(aa) “Immediate
Family” 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,
any person sharing the Grantee’s household (other than a tenant or employee), a trust in which these persons (or the Grantee)
have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Grantee) control the
management of assets, and any other entity in which these persons (or the Grantee) own more than fifty percent (50%) of the voting
interests.


 


(bb)
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code.


 


(cc)
“Non-Qualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


(dd)
“Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.


 


(ee)
“Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan.


 


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


 


(gg)
“Performance-Based Compensation” means compensation qualifying as “performance-based compensation”
under Section 162(m) of the Code.


 


(hh)
“Plan” means this 2014 Stock Incentive Plan.


 


(ii)
“Post-Termination Exercise Period” means the period specified in the Award Agreement of not less than
thirty (30) days commencing on the date of termination (other than termination by the Company or any Related Entity for
Cause) of the Grantee’s Continuous Service, or such longer period as may be applicable upon death or
Disability.


 


(jj)“Registration
Date” means the first to occur of: (i) the closing of the first sale to the general public pursuant to a
registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act
of 1933, as amended, of (A) the Common Stock or (B) the same class of securities of a successor corporation (or its Parent)
issued pursuant to a Corporate Transaction in exchange for or in substitution of the Common Stock; or (ii) in the event of a
Corporate Transaction, the date of the consummation of the Corporate Transaction if the same class of securities of the
successor corporation (or its Parent) issuable in such Corporate Transaction shall have been sold to the general public
pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or prior to the date of consummation of such Corporate Transaction.


 






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(kk) “Related Entity” means any Parent
or Subsidiary of the Company.


 


(ll)
“Replaced” means that pursuant to a Corporate Transaction the Award is replaced with a comparable stock
award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which
preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The
determination of Award comparability shall be made by the Administrator and its determination shall be final, binding and
conclusive.


 


(mm)
“Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject
to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions, and other terms and conditions
as established by the Administrator.


 


(nn) “Restricted
Stock Units” means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance
criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash,
Shares or other securities as established by the Administrator.


 


(oo)
“Rule 16b3” means Rule 16b3 promulgated under the Exchange Act or any successor thereto.


 


(pp)
“SAR” means a stock appreciation right entitling the Grantee to Shares or cash compensation, as established
by the Administrator, measured by appreciation in the value of Common Stock.


 


(qq)
“Share” means a share of the Common Stock.


 


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


 


3.
Stock Subject to the Plan. 


 


(a)
Subject to the provisions of Section 10 below, the maximum aggregate number of Shares which may be issued pursuant to all Awards
(including Incentive Stock Options) is 66,726,457 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock.


 


(b)
Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or
involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares
which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be
returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are
forfeited or repurchased by the Company, such Shares shall become available for future grant under the Plan. To the extent
not prohibited by the listing requirements of The NASDAQ Stock Market LLC (or other established stock exchange or national
market system on which the Common Stock is traded) or Applicable Laws, any Shares covered by an Award which are surrendered:
(i) in payment of the Award exercise or purchase price (including pursuant to the “net exercise” of an option
pursuant to Section 7(b)(vi)); or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award
shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be issued pursuant
to all Awards under the Plan, unless otherwise determined by the Administrator.


 






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4.
Administration of the Plan. 


 


(a)Plan Administrator. 


 


(i)
Administration with Respect to Directors and Officers. Prior to the Registration Date, with respect to grants of Awards
to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered by (A) the Board or
(B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.
On or after the Registration Date, with respect to grants of Awards to Directors or Employees who are also Officers or Directors
of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the
Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b3. Once appointed, such Committee shall continue
to serve in its designated capacity until otherwise directed by the Board.


 


(ii)
Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants
who are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated
by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws. Once appointed, such Committee
shall continue to serve in its designated capacity until otherwise directed by the Board.


 


(iii)
Administration With Respect to Covered Employees. Notwithstanding the foregoing, as of and after the date that the exemption
for the Plan under Section 162(m) of the Code expires, as set forth in Section 19 below, grants of Awards to any Covered Employee
intended to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommittee of a Committee) which
is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation.
In the case of such Awards granted to Covered Employees, references to the “Administrator” or to a “Committee”
shall be deemed to be references to such Committee or subcommittee.


 


(b) Multiple
Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers, Consultants,
and Employees who are neither Directors nor Officers.


 






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(c)Powers of the Administrator. Subject to
Applicable Laws and the provisions of the Plan
(including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the
Administrator shall have the authority, in its discretion:


 


(i)
to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;


 


(ii)
to determine whether and to what extent Awards are granted hereunder;


 


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


 


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


 


(v)
to determine the terms and conditions of any Award granted hereunder;


 


(vi)
to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions
and to afford Grantees favorable treatment under such rules or laws; provided, however, that no Award shall be granted under any
such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of
the Plan;


 


(vii)
to amend the terms of any outstanding Award granted under the Plan, provided that any amendment that would adversely affect the
Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that an
amendment or modification that may cause an Incentive Stock Option to become a Non-Qualified Stock Option shall not be treated
as adversely affecting the rights of the Grantee. Notwithstanding the foregoing, (A) the reduction or increase of the exercise
price of any Option awarded under the Plan and the base appreciation amount of any SAR awarded under the Plan and (B) canceling
an Option or SAR at a time when its exercise price or base appreciation amount (as applicable) exceeds the Fair Market Value of
the underlying Shares, in exchange for another Option, SAR, Restricted Stock, or other Award or for cash, in each case, shall
not be subject to shareholder approval;


 


(viii)
to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award or Award Agreement,
granted pursuant to the Plan; and


 


(ix)
to take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 






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1.
The express grant in the Plan of any specific power to the Administrator shall not be construed as limiting any power or
authority of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board.
Any decision made, or action taken, by the Administrator or in connection with the administration of this Plan shall be
final, conclusive and binding on all persons having an interest in the Plan.


 


(d)
Indemnification. In addition to such other rights of indemnification as they may have as members of the Board or as Officers
or Employees of the Company or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related
Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified
by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees,
actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan, or any Award granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation,
action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action,
suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that
within thirty (30) days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at the Company’s expense to defend the same.


 


5.
Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive
Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director
or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to
such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time
to time.


 


6.
Terms and Conditions of Awards. 


 


(a)
Types of Awards. The Administrator is authorized under the Plan to award any type of arrangement to
an Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or
might involve the issuance of (i) Shares, (ii) cash or (iii) an Option, a SAR, or similar right with a fixed or variable price
related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the
occurrence of one or more events, or the satisfaction of performance criteria or other conditions. Such awards include, without
limitation, Options, SARs, sales or bonuses of Restricted Stock, Restricted Stock Units or Dividend Equivalent Rights, and an
Award may consist of one such security or benefit, or two (2) or more of them in any combination or alternative.


 






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(b) Designation
of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall be designated
as either an Incentive Stock Option or a Non-Qualified Stock Option. However, notwithstanding such designation, an Option
will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 limitation of Section 422(d) of the
Code is not exceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market
Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by a
Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes of
this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the grant date of the relevant Option. In the event that the Code or the
regulations promulgated thereunder are amended after the date the Plan becomes effective to provide for a different limit on
the Fair Market Value of Shares permitted to be subject to Incentive Stock Options, then such different limit will be
automatically incorporated herein and will apply to any Options granted after the effective date of such
amendment.


 


(c)
Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions
of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture
provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction
of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination
of, increase in share price, earnings per share, total shareholder return, return on equity, return on assets, return on investment,
net operating income, cash flow, revenue, economic value added, personal management objectives, or other measure of performance
selected by the Administrator. Partial achievement of the specified criteria may result in a payment or vesting corresponding
to the degree of achievement as specified in the Award Agreement. In addition, the performance criteria shall be calculated in
accordance with generally accepted accounting principles, but excluding the effect (whether positive or negative) of any change
in accounting standards and any extraordinary, unusual or nonrecurring item, as determined by the Administrator, occurring after
the establishment of the performance criteria applicable to the Award intended to be performance-based compensation. Each such
adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation
of performance criteria in order to prevent the dilution or enlargement of the Grantee’s rights with respect to an Award intended
to be performance-based compensation.


 


(d)
Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution
for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another
entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase
or other form of transaction.


 


(e) Deferral
of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees the
opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or
other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under
an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments
of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such other
terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral
program.


 






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(f) Separate
Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing
particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator
from time to time.


 


(g)
Individual Limitations on Awards. 


 


(i)
Individual Option and SAR Limit. Following the date that the exemption from application of Section 162(m) of the Code described
in Section 19 (or any exemption having similar effect) ceases to apply to Awards, the maximum number of Shares with respect to
which Options and SARs may be granted to any Grantee in any calendar year shall be 310,000 Shares. In connection with a Grantee’s
commencement of Continuous Service, a Grantee may be granted Options and SARs for up to an additional 310,000 Shares which shall
not count against the limit set forth in the previous sentence. The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company’s capitalization pursuant to Section 10, below. To the extent required by Section 162(m)
of the Code or the regulations thereunder, in applying the foregoing limitations with respect to a Grantee, if any Option or SAR
is canceled, the canceled Option or SAR shall continue to count against the maximum number of Shares with respect to which Options
and SARs may be granted to the Grantee. For this purpose, the repricing of an Option (or in the case of a SAR, the base amount
on which the stock appreciation is calculated is reduced to reflect a reduction in the Fair Market Value of the Common Stock)
shall be treated as the cancellation of the existing Option or SAR and the grant of a new Option or SAR.


 


(ii)
Individual Limit for Restricted Stock and Restricted Stock Units. Following the date that the exemption from application
of Section 162(m) of the Code described in Section 19 (or any exemption having similar effect) ceases to apply to Awards, for
awards of Restricted Stock and Restricted Stock Units that are intended to be Performance-Based Compensation, the maximum number
of Shares with respect to which such Awards may be granted to any Grantee in any calendar year shall be 100,000 Shares. The foregoing
limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section
10, below.


 


(h) Early
Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an
Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested
Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or
to any other restriction the Administrator determines to be appropriate.


 






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(i) Term
of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term shall
be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a
Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall
be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement.
Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected
to defer the receipt of the Shares or cash issuable pursuant to the Award.


 


(j) Transferability
of Awards. Incentive Stock Options 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 and may be exercised, during the lifetime of the Grantee,
only by the Grantee. Other Awards shall be transferable (i) by will and by the laws of descent and distribution and (ii)
during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator by gift or pursuant to a
domestic relations order to members of the Grantee’s Immediate Family. Notwithstanding the foregoing, the Grantee may
designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary
designation form provided by the Administrator.


 


(k) 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 to grant such Award, or such other later date as is determined by the Administrator.


 


7.
Award Exercise or Purchase Price, Consideration and Taxes. 


 


(a)
Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows:


 


(i)
In the case of an Incentive Stock Option:


 


(A)
granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise
price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or


 


(B)
granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not
less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(ii)
In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%)
of the Fair Market Value per Share on the date of grant.


 


(iii)
In the case of SARs, the base appreciation amount shall not be less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.


 






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(iv)
In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price,
if any, shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.


 


(v)
In the case of the sale of Shares, the per Share purchase price, if any, shall be such price as is determined by the Administrator.


 


(vi)
In the case of other Awards, such price as is determined by the Administrator.


 


(vii)
Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to
Section 6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the
relevant instrument evidencing the agreement to issue such Award.


 


(b) Consideration.
Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Award
including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration
the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan
the following provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or
other legal consideration permitted by the Delaware General Corporation Law:


 


(i)
cash;


 


(ii)
check;


 


(iii)
delivery of Grantee’s promissory note with such recourse, interest, security, and redemption provisions as the Administrator determines
as appropriate (but only to the extent that the acceptance or terms of the promissory note would not violate an Applicable Law);


 


(iv)
surrender of Shares held for the requisite period, if any, necessary to avoid a charge to the Company’s earnings for financial
reporting purposes, or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may require
which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as
to which said Award shall be exercised;


 


(v)
with respect to Options, if the exercise occurs on or after the Registration Date, payment through a broker-dealer sale and remittance
procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect
the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise
price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to complete the sale transaction;


 






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(vi)
with respect to Options, payment through a “net exercise” such that, without the payment of any
funds, the Grantee may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which
the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such
date as is determined by the Administrator) less the exercise price per Share, and the denominator of which is such Fair Market
Value per Share (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); or


 


(vii)
any combination of the foregoing methods of payment.


 


2.
The Administrator may at any time or from time to time, by adoption of or by amendment to the standard faints of Award
Agreement described in Section 4(c)(iv), or by other means, grant Awards which do not permit all of the foregoing forms of
consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration.


 


(c)
Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has
made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment
tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares. Upon exercise or vesting
of an Award the Company shall withhold or collect from the Grantee an amount sufficient to satisfy such tax obligations, including,
but not limited to, by surrender of the whole number of Shares covered by the Award sufficient to satisfy the minimum applicable
tax withholding obligations incident to the exercise or vesting of an Award (reduced to the lowest whole number of Shares if such
number of Shares withheld would result in withholding a fractional Share with any remaining tax withholding settled in cash).


 


8.
Exercise of Award.


 


(a)Procedure for Exercise; Rights as a Shareholder.


 


(i)
Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under
the terms of the Plan and specified in the Award Agreement.


 


(ii)
An Award shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with
the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the
Award is exercised has been made, including, to the extent selected, use of the broker-dealer sale and remittance procedure to
pay the purchase price as provided in Section 7(b)(v).


 


(b)
Exercise of Award Following Termination of Continuous Service. In the event of termination of a Grantee’s Continuous
Service for any reason other than Disability or death (but not in the event of a Grantee’s change of status from Employee
to Consultant or from Consultant to Employee), such Grantee may, but only during the Post-Termination Exercise Period (but in
no event later than the expiration date of the term of such Award as set forth in the Award Agreement), exercise the portion of
the Grantee’s Award that was vested at the date of such termination or such other portion of the Grantee’s Award as
may be determined by the Administrator. The Grantee’s Award Agreement may provide that upon the termination of the Grantee’s
Continuous Service for Cause, the Grantee’s right to exercise the Award shall terminate concurrently with the termination
of Grantee’s Continuous Service. In the event of a Grantee’s change of status from Employee to Consultant, an Employee’s
Incentive Stock Option shall convert automatically to a Non-Qualified Stock Option on the day three (3) months and one day following
such change of status. To the extent that the Grantee’s Award was unvested at the date of termination, or if the Grantee
does not exercise the vested portion of the Grantee’s Award within the Post-Termination Exercise Period, the Award shall
terminate.


 






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(c)
Disability of Grantee. In the event of termination of a Grantee’s Continuous Service as a result of his or her Disability,
such Grantee may, but only within twelve (12) months from the date of such termination (or such longer period as specified in
the Award Agreement but in no event later than the expiration date of the term of such Award as set forth in the Award Agreement),
exercise the portion of the Grantee’s Award that was vested at the date of such termination; provided, however, that if such Disability
is not a “disability” as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option
such Incentive Stock Option shall automatically convert to a Non-Qualified Stock Option on the day three (3) months and one day
following such termination. To the extent that the Grantee’s Award was unvested at the date of termination, or if Grantee does
not exercise the vested portion of the Grantee’s Award within the time specified herein, the Award shall terminate.


 


(d)
Death of Grantee. In the event of a termination of the Grantee’s Continuous Service as a result of his or her death, or
in the event of the death of the Grantee during the Post-Termination Exercise Period or during the twelve (12) month period following
the Grantee’s termination of Continuous Service as a result of his or her Disability, the Grantee’s estate or a person who acquired
the right to exercise the Award by bequest or inheritance may exercise the portion of the Grantee’s Award that was vested as of
the date of termination, within twelve (12) months from the date of death (or such longer period as specified in the Award Agreement
but in no event later than the expiration of the term of such Award as set forth in the Award Agreement). To the extent that,
at the time of death, the Grantee’s Award was unvested, or if the Grantee’s estate or a person who acquired the right to exercise
the Award by bequest or inheritance does not exercise the vested portion of the Grantee’s Award within the time specified herein,
the Award shall terminate.


 


(e)
Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an Award within the applicable
time periods set forth in this Section 8 is prevented by the provisions of Section 9 below, the Award shall remain exercisable
until one (1) month after the date the Grantee is notified by the Company that the Award is exercisable, but in any event no later
than the expiration of the term of such Award as set forth in the Award Agreement and only in a manner and to the extent permitted
under Code Section 409A.


 






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9.Conditions Upon Issuance of Shares. 


 


(a)
If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision
of an Award is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares
pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful and shall
be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation
to effect any registration or qualification of the Shares under federal or state laws.


 


(b)
As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant
at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable
Laws.


 


10.
Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the Company and Section
11 below, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance
under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase
price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee
in any calendar year, as well as any other terms that the Administrator determines require adjustment shall be proportionately
adjusted for: (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, recapitalization, combination or reclassification of the Shares, or similar transaction affecting the Shares; (ii) any
other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; or (iii) any
other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock,
separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or
complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other
assets to shareholders other than a normal cash dividend, the Administrator shall also make such adjustments as provided in this
Section 10 or substitute, exchange or grant Awards to effect such adjustments (collectively “adjustments”). Any such
adjustments to outstanding Awards will be effected in a manner that precludes the enlargement of rights and benefits under such
Awards. In connection with the foregoing adjustments, the Administrator may, in its discretion, prohibit the exercise of Awards
or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator
determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect,
and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award.


 






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11.
Corporate Transactions, Changes in Control and Buy-Outs. 


 


(a)
Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate Transaction,
all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed
in connection with the Corporate Transaction.


 


(b)
Acceleration of Award Upon Corporate Transaction or Change in Control. The Administrator shall have the authority, exercisable
either in advance of any actual or anticipated Corporate Transaction or Change in Control or at the time of an actual Corporate
Transaction or Change in Control and exercisable at the time of the grant of an Award under the Plan or any time while an Award
remains outstanding, to provide for the full or partial automatic vesting and exercisability of one or more outstanding unvested
Awards under the Plan and the release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection
with a Corporate Transaction or Change in Control, on such terms and conditions as the Administrator may specify. The Administrator
also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the
subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the
Corporate Transaction or Change in Control. The Administrator may provide that any Awards so vested or released from such limitations
in connection with a Change in Control, shall remain fully exercisable until the expiration or sooner termination of the Award.


 


(c)
Effect of Acceleration on Incentive Stock Options. Any Incentive Stock Option accelerated under this Section 11 in connection
with a Corporate Transaction or Change in Control shall remain exercisable as an Incentive Stock Option under the Code only to
the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.


 


(d) Buy-Outs.
Prior to the Registration Date pursuant to Section 13 below, the Company shall have the right exercisable at any time to
terminate all Awards outstanding under the Plan in exchange for a payment to each Grantee whose Continuous Service has not
terminated and who holds a partially or fully vested Award as of the date the Company exercises this right. Such payment
shall be (i) an award determined by the Board that is denominated in an equity security of a Related Entity and that
preserves the difference in the aggregate exercise price or base appreciation amount (if any) of the vested Shares subject to
the Grantee’s Award and the Fair Market Value of such vested Shares (as determined by the Board) as of the date of such
exercise by the Company, with appropriate adjustments to the number and type of securities of the Related Entity subject to
the award and the exercise price, purchase price or base appreciation amount thereof or (ii) an amount in cash, cash
equivalents, or property equal in value to such amount as determined by the Board equal to the difference in the aggregate
exercise price or base appreciation amount (if any) of the vested Shares subject to the Grantee’s Award and the Fair
Market Value of such vested Shares (as determined by the Board) as of the date of such exercise by the Company; provided,
however, that if the aggregate exercise price or base appreciation amount (if any) of the vested Shares subject to the
Grantee’s Award is greater than or equal to the Fair Market Value of such vested Shares as of the date of such exercise
by the Company, the Award shall terminate and the Company shall have no obligation to make any payment to such Grantee. All
Awards held by a Grantee whose Continuous Service terminated for any reason prior to the Company’s exercise of its
right under this Section 11(c) shall terminate automatically upon the Company’s exercise of such right and the Company
shall have no obligation to make any payment to such Grantee. In connection with (i) a Corporate Transaction, (ii) a Change
in Control, or (iii) the Board’s termination of the Plan prior to the Registration Date pursuant to this Section 11(c),
the Company shall have (x) the right to repurchase all vested Shares issued under the Plan whether held by a Grantee or any
other person at a purchase price equal to the Fair Market Value of the Shares (as determined by the Board) to be repurchased
on the date the Company’s repurchase right is exercised, and (y) the right to terminate without payment all then
unvested Restricted Stock Units and to re-convey all unvested Shares to the Company for an amount equal to the lesser of the
original purchase price (or for no payment if there was no purchase price paid by the Grantee for the Shares) and the then
Fair Market Value of the Shares without further action and without the consent of any Grantee.


 






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2.
Effective Date and Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board
or its approval by the shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated.
Subject to Section 17 below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective.


 


3. Amendment,
Suspension or Termination of the Plan. 


 


(a)
The Board may at any time amend, suspend or terminate the Plan. To the extent necessary to comply with Applicable Laws, the Company
shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.


 


(b)
No Award may be granted during any suspension of the Plan or after termination of the Plan.


 


(c)
No suspension or termination of the Plan (including termination of the Plan under Section 12, above) shall adversely affect any
rights under Awards already granted to a Grantee.


 


4. Reservation
of Shares. 


 


(a)
 The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares
as shall be sufficient to satisfy the requirements of the Plan.


 


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


 






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5. No
Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect
to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the
Company or any Related Entity to terminate the Grantee’s Continuous Service at any time, with or without cause, and
with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is
employed at will is in no way affected by its determination that the Grantee’s Continuous Service has been terminated
for Cause for the purposes of this Plan.


 


6.
No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan
of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions
under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of
any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of
compensation. The Plan is not a “Pension Plan” or “Welfare Plan” under the Employee Retirement Income Security
Act of 1974, as amended.


 


7.
Shareholder Approval. Continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve
(12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner
required under Applicable Laws. Any Award exercised before shareholder approval is obtained shall be rescinded if shareholder
approval is not obtained within the time prescribed, and Shares issued on the exercise of any such Award shall not be counted
in determining whether shareholder approval is obtained.


 


8.
Information to Grantees. To the extent required by Applicable Laws, the Company shall provide to each Grantee, during the
period for which such Grantee has one or more Awards outstanding, copies of financial statements at least annually. The Company
shall not be required to provide such information to persons whose duties in connection with the Company assure them access to
equivalent information.


 


9. Effect
of Section 162(m) of the Code. Section 162(m) of the Code does not apply to the Plan prior to the Registration Date or
such earlier time that the Company first becomes subject to the reporting obligations of Section 12 of the Exchange Act.
Following the Registration Date or such earlier time that the Company first becomes subject to the reporting obligations of
Section 12 of the Exchange Act, the Plan, and all Awards (except Awards of Restricted Stock that vest over time) issued
thereunder, are intended to be exempt from the application of Section 162(m) of the Code, which restricts under certain
circumstances the Federal income tax deduction for compensation paid by a public company to named executives in excess of $1
million per year.The exemption is based on Treasury Regulation Section 1.162-27(f), in the form existing on the
effective date of the Plan, with the understanding that such regulation generally exempts from the application of Section
162(m) of the Code compensation paid pursuant to a plan that existed before a company becomes publicly held. Under such
Treasury Regulation, this exemption is available to the Plan for the duration of the period that lasts until the earliest of
(i) the expiration of the Plan, (ii) the material modification of the Plan, (iii) the exhaustion of the maximum number of
shares of Common Stock available for Awards under the Plan, as set forth in Section 3(a), (iv) the first meeting of
shareholders at which directors are to be elected that occurs after the close of the third calendar year following the
calendar year in which the Company first becomes subject to the reporting obligations of Section 12 of the Exchange Act, or
(v) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. To the
extent that the Administrator determines as of the date of grant of an Award that (i) the Award is intended to qualify as
Performance-Based Compensation and (ii) the exemption described above is no longer available with respect to such Award, such
Award shall not be effective until any shareholder approval required under Section 162(m) of the Code has been
obtained.


 






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10.
Unfunded Obligation. Grantees shall have the status of general unsecured creditors of the Company. Any amounts payable
to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation,
Title I of the Employee Retirement Income Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be
required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect
to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments,
which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any
trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company
or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors
in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for
any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.


 


11.
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation
of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural
shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.


 


12.
Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board, the submission of the Plan to the shareholders
of the Company for approval, nor any provision of the Plan will be construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of Awards
otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.


 


 


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