Common use of Incentive Equity Plan; ESPP Clause in Contracts

Incentive Equity Plan; ESPP. Prior to the Domestication Closing Date, the following plans shall be adopted, subject to approval of the shareholders of SPAC: (a) a 2022 Incentive Award Plan (the “Omnibus Incentive Plan”), which shall provide for (i) a share reserve no less than ten percent (10%) of the number of shares of fully-diluted Domesticated SPAC Common Stock outstanding immediately following the Acquisition Closing and (ii) for the first ten years of the term of the Omnibus Incentive Plan, an annual “evergreen” increase of not more than ten percent (10%) of the number of shares of Domesticated SPAC Common Stock outstanding as of each December 31 immediately prior to the date of such increase; and (b) an employee stock purchase plan (the “ESPP”), which shall provide for (i) purchase rights with respect to up to ten percent (10%) of the number of shares of fully-diluted Domesticated SPAC Common Stock outstanding immediately following the Acquisition Closing and (ii) for the first ten years of the term of the ESPP, an annual “evergreen” increase of not more than ten percent (10%) of the number of shares of Domesticated SPAC Common Stock outstanding as of each December 31 immediately prior to the date of such increase, in the case of each of (a) and (b), to be effective as of the Acquisition Closing or as otherwise set forth in the applicable plan document and with such other terms to be mutually agreed upon between SPAC and the Company, with deference to input from the Company Board. On the Acquisition Closing Date, the Domesticated SPAC shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the Domesticated SPAC Common Stock issuable under the Omnibus Incentive Plan and the ESPP, and the Domesticated SPAC shall use reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Omnibus Incentive Plan and ESPP remain outstanding.

Incentive Equity Plan; ESPP. Prior to the Domestication Closing Date, the following plans New Pubco shall be adopted, subject to approval of the shareholders of SPACadopt: (a) a 2022 Incentive Award Plan (the “Omnibus Incentive Plan”)equity incentive plan in the form attached hereto as Exhibit J, which shall provide providing for (i) a share reserve no less than ten percent (10%) the issuance of the number of shares of fully-diluted Domesticated SPAC New Pubco Common Stock outstanding immediately following set forth therein (the Acquisition Closing “Incentive Equity Plan”) and (iib) the employee stock purchase plan in the form attached hereto as Exhibit K, providing for the first ten years of the term of the Omnibus Incentive Plan, an annual “evergreen” increase of not more than ten percent (10%) issuance of the number of shares of Domesticated SPAC New Pubco Common Stock outstanding as of each December 31 immediately prior to the date of such increase; and (b) an employee stock purchase plan set forth therein (the “ESPP”), which shall provide for (i) purchase rights with respect to up to ten percent (10%) of the number of shares of fully-diluted Domesticated SPAC Common Stock outstanding immediately following the Acquisition Closing and (ii) for the first ten years of the term of the ESPP, an annual “evergreen” increase of not more than ten percent (10%) of the number of shares of Domesticated SPAC Common Stock outstanding as of in each December 31 immediately prior to the date of such increase, in the case of each of (a) and (b)case, to be effective as of the Acquisition Closing or as otherwise set forth in the applicable plan document and with such other terms document. Prior to Closing, none of the SPAC Parties shall take any action, or otherwise cause or allow any action to be mutually agreed upon between SPAC and taken, to amend, annul, rescind, repeal, revoke or supplement the Incentive Equity Plan or the ESPP, without the written consent of the Company. Within two Business Days following the expiration of the 60 day period following the date New Pubco has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, with deference to input from the Company Board. On the Acquisition Closing Date, the Domesticated SPAC New Pubco shall file an effective registration statement on Form S-8 (or other applicable form) with respect to (x) the Domesticated SPAC New Pubco Common Stock issuable under the Omnibus Incentive Equity Plan and (y) the New Pubco Common Stock issuable under the ESPP, and the Domesticated SPAC New Pubco shall use commercially reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Omnibus Incentive Equity Plan and or options under the ESPP remain outstanding. As of the Closing Date, there will be shares of New Pubco Common Stock reserved under the Incentive Equity Plan representing, in the aggregate, 8% of the outstanding capital stock of New Pubco (the “Initial Incentive Equity Plan Pool”). Upon the effectiveness of the registration statement(s) with respect to the Incentive Equity Plan, the New Pubco Board shall authorize the issuance of an aggregate of 75% of the Initial Incentive Equity Plan Pool to the Company’s employees, as provided by the Company’s board of directors.

Incentive Equity Plan; ESPP. Prior to the Domestication Closing Date, the following plans SPAC shall be adoptedadopt, subject to approval of the shareholders stockholders of SPAC: (a) a 2022 Incentive Award Plan (an equity incentive plan, in the “Omnibus Incentive Plan”)form attached hereto as Exhibit J, which shall provide providing for (i) a share reserve no less than ten percent (10%) the issuance of the number of shares of fully-diluted Domesticated SPAC Common Stock outstanding immediately following set forth therein, with such changes as may be agreed to in writing by SPAC and the Acquisition Closing and Company (iithe “Incentive Equity Plan”) for the first ten years of the term of the Omnibus Incentive Plan, an annual “evergreen” increase of not more than ten percent (10%) of the number of shares of Domesticated SPAC Common Stock outstanding as of each December 31 immediately prior to the date of such increase; and (b) an employee stock purchase plan plan, in the form attached hereto as Exhibit L, providing for the issuance of the number of shares of SPAC Common Stock set forth therein, with such changes as may be agreed to in writing by SPAC and the Company (the “ESPP”), which shall provide for (i) purchase rights with respect to up to ten percent (10%) of the number of shares of fully-diluted Domesticated SPAC Common Stock outstanding immediately following the Acquisition Closing and (ii) for the first ten years of the term of the ESPP, an annual “evergreen” increase of not more than ten percent (10%) of the number of shares of Domesticated SPAC Common Stock outstanding as of in each December 31 immediately prior to the date of such increase, in the case of each of (a) and (b)case, to be effective as of the Acquisition Closing or as otherwise set forth in the applicable plan document and document. Within two Business Days following the expiration of the 60 day period following the date SPAC has filed current Form 10 information with such other terms to be mutually agreed upon between SPAC and the CompanySEC reflecting its status as an entity that is not a shell company, with deference to input from the Company Board. On the Acquisition Closing Date, the Domesticated SPAC shall file an effective registration statement on Form S-8 (or other applicable form) with respect to (x) (i) the Domesticated SPAC Common Stock issuable under the Omnibus Incentive Equity Plan and (ii) the shares of SPAC Common Stock subject to the Converted SPAC RSU Awards, the Converted SPAC Option Awards and the SPAC RSU Earnout Awards and (y) the SPAC Common Stock issuable under the ESPP, and the Domesticated SPAC shall use commercially reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Omnibus Incentive Equity Plan and or options under the ESPP remain outstanding.

Incentive Equity Plan; ESPP. Prior to the Domestication Closing Date, the following plans SPAC shall be adoptedadopt, subject to approval of the Company and the shareholders of SPAC: , (a) a 2022 Incentive Award Plan an equity incentive plan in form and substance as shall be negotiated in good faith between the Company and SPAC prior to the Closing (the “Omnibus Incentive Equity Plan”), which shall provide for (i) a share reserve no less than ten percent (10%) of the number of shares of fully-diluted Domesticated SPAC Common Stock outstanding immediately following the Acquisition Closing and (ii) for the first ten years of the term of the Omnibus Incentive Plan, an annual “evergreen” increase of not more than ten percent (10%) of the number of shares of Domesticated SPAC Common Stock outstanding as of each December 31 immediately prior to the date of such increase; and (b) an employee stock purchase plan plan, in form and substance as shall be negotiated in good faith between the Company and SPAC prior to the Closing (the “ESPP”), which shall provide for (i) purchase rights with respect to up to ten percent (10%) of the number of shares of fully-diluted Domesticated SPAC Common Stock outstanding immediately following the Acquisition Closing and (ii) for the first ten years of the term of the ESPP, an annual “evergreen” increase of not more than ten percent (10%) of the number of shares of Domesticated SPAC Common Stock outstanding as of in each December 31 immediately prior to the date of such increase, in the case of each of (a) and (b)case, to be effective as of the Acquisition Closing or as otherwise set forth in the applicable plan document and document. Within five Business Days following the expiration of the 60 day period following the date Surviving Pubco has filed current Form 10 information with such other terms to be mutually agreed upon between SPAC and the CompanySEC reflecting its status as an entity that is not a shell company, with deference to input from the Company Board. On the Acquisition Closing Date, the Domesticated SPAC Surviving Pubco shall file an effective registration statement on Form S-8 (or other applicable form) with respect to (i) the Domesticated SPAC Surviving Pubco Class A Common Stock issuable under the Omnibus Incentive Plan and the ESPPEquity Plan, and (ii) the Domesticated Surviving Pubco Class A Common Stock issuable under the ESPP (collectively, the “SPAC Incentive Equity Registration”), and Surviving Pubco shall use commercially reasonable best efforts to maintain the effectiveness of such registration statement(s) (and maintain the current status of the prospectus or prospectuses contained therein) for so long as awards granted pursuant to the Omnibus Incentive Equity Plan and or options under the ESPP remain outstanding. Notwithstanding anything to the contrary, in addition to any go-forward awards to be issued under both the Incentive Equity Plan and the ESPP, promptly following the SPAC Incentive Equity Registration, the Surviving Pubco will satisfy the obligations relating to the “Promised Options” (as described on Schedule 7.06) by granting awards to the holders of Promised Options under the Incentive Equity Plan.