Common use of Incentive Equity Plan; ESPP Clause in Contracts

Incentive Equity Plan; ESPP. Prior to the Closing Date, SPAC shall adopt, subject to approval of the stockholders of SPAC: (a) an equity incentive plan, in the form attached hereto as Exhibit J, 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 “Incentive Equity Plan”) and (b) an employee stock purchase 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”), in each case, to be effective as of the Closing or as otherwise set forth in the applicable plan document. Within two Business Days following the expiration of the 60 day period following the date SPAC has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, SPAC shall file an effective registration statement on Form S-8 (or other applicable form) with respect to (x) (i) the SPAC Common Stock issuable under the 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 SPAC shall use commercially reasonable 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 Incentive Equity Plan or options under the ESPP remain outstanding.

Incentive Equity Plan; ESPP. Prior to the Closing Date, SPAC New Pubco shall adopt, subject to approval of the stockholders of SPAC: (a) an the equity incentive plan, plan in the form attached hereto as Exhibit J, providing for the issuance of the number of shares of SPAC New Pubco Common Stock set forth therein, with such changes as may be agreed to in writing by SPAC and the Company therein (the “Incentive Equity Plan”) and (b) an the employee stock purchase plan, plan in the form attached hereto as Exhibit LK, providing for the issuance of the number of shares of SPAC New Pubco Common Stock set forth therein, with such changes as may be agreed to in writing by SPAC and the Company therein (the “ESPP”), in each case, to be effective as of the Closing or as otherwise set forth in the applicable plan document. Prior to Closing, none of the SPAC Parties shall take any action, or otherwise cause or allow any action to be 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 SPAC New Pubco has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, SPAC New Pubco shall file an effective registration statement on Form S-8 (or other applicable form) with respect to (x) (i) the SPAC New Pubco Common Stock issuable under the 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 New Pubco Common Stock issuable under the ESPP, and SPAC New Pubco shall use commercially reasonable 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 Incentive Equity Plan 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, SPAC the following plans shall adoptbe adopted, subject to approval of the stockholders shareholders of SPAC: (a) an equity incentive plana 2022 Incentive Award Plan (the “Omnibus Incentive Plan”), in the form attached hereto as Exhibit J, providing which shall provide for the issuance (i) a share reserve no less than ten percent (10%) of the number of shares of fully-diluted Domesticated SPAC Common Stock set forth thereinoutstanding immediately following the Acquisition Closing and (ii) for the first ten years of the term of the Omnibus Incentive Plan, with 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 changes as may be agreed to in writing by SPAC and the Company (the “Incentive Equity Plan”) increase; and (b) an employee stock purchase 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 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 caseof (a) and (b), to be effective as of the Acquisition Closing or as otherwise set forth in the applicable plan documentdocument and with such other terms to be mutually agreed upon between SPAC and the Company, with deference to input from the Company Board. Within two Business Days following On the expiration of Acquisition Closing Date, the 60 day period following the date SPAC has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, 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 or options under the and ESPP remain outstanding.

Incentive Equity Plan; ESPP. Prior to the Closing Date, SPAC shall adopt, subject to approval of the stockholders Company and the shareholders of SPAC: , (a) an equity incentive plan, plan in the form attached hereto and substance as Exhibit J, providing for the issuance of the number of shares of SPAC Common Stock set forth therein, with such changes as may shall be agreed to negotiated in writing by SPAC and good faith between the Company and SPAC prior to the Closing (the “Incentive Equity Plan”) and (b) an employee stock purchase plan, in the form attached hereto and substance as Exhibit L, providing for the issuance of the number of shares of SPAC Common Stock set forth therein, with such changes as may shall be agreed to negotiated in writing by SPAC and good faith between the Company and SPAC prior to the Closing (the “ESPP”), in each case, to be effective as of the Closing or as otherwise set forth in the applicable plan document. Within two five Business Days following the expiration of the 60 day period following the date SPAC Surviving Pubco has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, SPAC Surviving Pubco shall file an effective registration statement on Form S-8 (or other applicable form) with respect to (x) (i) the SPAC Surviving Pubco Class A Common Stock issuable under the Incentive Equity Plan 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 Surviving Pubco Class A Common Stock issuable under the ESPPESPP (collectively, the “SPAC Incentive Equity Registration”), and SPAC Surviving Pubco shall use commercially reasonable 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 Incentive Equity Plan 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.