Common use of SHARES OF COMMON STOCK SUBJECT TO THE PLAN Clause in Contracts

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•] shares of Common Stock1, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, commencing on January 1, 20[23] and ending on (and including) January 1, 20[32], in an amount equal to the lesser of (i) [1]2% of the total number of shares of Capital Stock outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) [•] shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•●] shares (equal to 1% of the shares of Fully-Diluted Common Stock1Stock as of immediately following completion of the transactions contemplated by the Business Combination Agreement), plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, years commencing on January 1, 20[23] 2022 and ending on (and including) January 1, 20[32]2031, in an amount equal to the lesser of (i) [1]21% of the total number of shares of Capital Fully-Diluted Common Stock outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) [•●] shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•___] shares of Common Stock1Stock, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of up to ten years, commencing on January 1, 20[23] 2023 and ending on (and including) January 1, 20[32]2032, in an amount equal to the lesser of (i) [1]21% of the total number of shares of Capital Common Stock outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) [•___] shares of Common Stock, and (iii) such number of shares of Common Stock determined by the Board or the Compensation Committee prior to January 1st of a given year. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) . If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) . The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•___] shares of Common Stock1Stock, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of up to ten years, commencing on the first January 1, 20[23] 1 following the year in which the Closing Date occurs and ending on (and including) January 1, 20[32]2031, in an amount equal to the lesser of (i) [1]21% of the total number of shares of Capital Common Stock outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) [•] _______ shares of Common Stock, or (iii) such smaller number of shares of Common Stock as is determined by the Board of Directors of the Company. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•●] shares (equal to 2% of the shares of Fully-Diluted Common Stock1Stock as of immediately following completion of the transactions contemplated by the Merger Agreement), plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, years commencing on January 1, 20[23] 2022 and ending on (and including) January 1, 20[32]2031, in an amount equal to the lesser of (i) [1]21.5% of the total number of shares of Capital Fully-Diluted Common Stock outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) [•●] shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•________] shares of Common Stock1Stock (equal to one percent (1%) of the Fully Diluted Common Stock determined as of immediately after the Effective Time), plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of up to ten years, years commencing on January 1, 20[23] 2024 and ending on (and including) January 1, 20[32]2033, in an amount equal to the lesser of one percent (i1%) [1]2% of the total number of shares of Capital the Fully Diluted Common Stock outstanding on a fully diluted basis on December 31st determined as of the preceding calendar year, and (ii) [•] shares of Common Stockday prior to such increase. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•] shares of Common Stock1Stock, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, commencing on January 1, 20[23] and ending on (and including) January 1, 20[32], in an amount equal to the lesser of (i) [1]21.5% of the total number of shares of Capital Stock outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) [•] shares of Common StockStock and (iii) such number of shares of Common Stock as determined by the Board. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•] a number of shares of Common Stock1Stock equal to one percent (1%) of the total number of shares of Common Stock issued and outstanding determined as of immediately after the Effective Time) (the “Initial Share Reserve”), plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of up to ten years, years commencing on January 1, 20[23] 2024 and ending on (and including) January 1, 20[32]2033, in an amount equal to the lesser of (ix) [1]2% one percent (1%) of the total number of shares of Capital Common Stock issued and outstanding on a fully diluted basis on December 31st determined as of the preceding calendar year, day prior to such increase and (iiy) [•] a number of shares of Common Stockequal to three times the Initial Share Reserve. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed [•] [ ]1 shares of Common Stock1Stock, plus the number of shares of Common Stock that are automatically added on January 1st of each year for a period of ten years, years commencing on January 1, 20[23] 2023 and ending on (and including) January 1, 20[32]2032, in an amount equal to the lesser of (i) [1]2[ ]% of the total number of shares of Capital Common Stock outstanding on a fully diluted basis on December 31st of the preceding calendar year, and (ii) [•[ ] shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such 1 NTD: Share reserve to be agreed upon mutually by the parties. 2 NTD: Customary annual evergreen to be agreed upon mutually by the parties. calendar year or that the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan. (c) The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.