As filed with the Securities and Exchange Commission on February 27,
2024
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Spectaire
Holdings Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
98-1578608 |
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
155
Arlington St.
Watertown,
MA 02472
(Address
of principal executive offices) (Zip code)
Spectaire
Holdings Inc. 2023 Incentive Award Plan
Spectaire Holdings Inc. 2022 Equity Incentive Plan
(Full
title of the plan)
Leonardo
Fernandes
Chief
Financial Officer
155
Arlington St.
Watertown,
MA 02472
(Name
and address of agent for service)
(508)
213-8991
(Telephone
number, including area code, of agent for service)
Copies
to:
Ryan
J. Maierson
Stephen
W. Ranere
Latham
& Watkins LLP
811
Main Street, Suite 3700
Houston,
TX 77002
(713)
546-5400
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8 is omitted from this
Registration Statement (the “Registration Statement”) in accordance with Rule 428 of the Securities Act of 1933, as amended
(the “Securities Act”) and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and
Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The documents containing
the information specified in Part I of Form S-8 will be delivered to the participants in the equity incentive plan covered by this Registration
Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
References in this Registration Statement to “we,” “us,”
“our” the
“Company,” and the “Registrant,” or similar references, refer to Spectaire Holdings
Inc. (formerly known as Perception Capital Corp. II), unless otherwise stated or the context otherwise requires.
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Spectaire Holdings
Inc. or its predecessor, Perception Capital Corp. II, with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
(a) the Company’s prospectus filed
with the Commission on September 29, 2023 pursuant to Rule 424(b) under the Securities Act,
in connection with the registration statement on Form S-4 (File No. 333-272880), which contains the Company’s audited financial
statements for the latest fiscal year for which such statements have been filed;
(b) the Company’s Annual Report on Form 10-K for the year ended
December 31, 2022 filed with the Commission on March 27, 2023, as amended by Amendment No. 1 on Form 10-K/A filed with the Commission
on May 9, 2023 (File No. 001-40976);
(c) the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2023 filed with the Commission on May 23, 2023, the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2023 filed with the Commission on August 22, 2023 and the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2023, filed with the Commission on November 14, 2023, as amended by Amendment No. 1 on Form 10-Q/A
filed with the Commission on and December 1, 2023 (File No. 001-40976);
(d) the Company’s Current Reports
on Form 8-K filed with the Commission on January 17, 2023, March 28, 2023, April 7, 2023, April 12, 2023, April 27, 2023, May 10, 2023, October 10, 2023, October 12, 2023, October 12, 2023, October 13, 2023, October 19, 2023, October 27, 2023 (as amended by the Company’s
Current Report on Form 8-K/A filed with the Commission on November 14, 2023), November 20, 2023, December 4, 2023, December 7, 2023, December 19, 2023, January 9, 2024 and January 19, 2024 (in each case excluding information furnished pursuant
to Item 2.02 or 7.01) (File No. 001-40976); and
(e) the description of the Company’s securities contained in
the Company’s Registration Statement on Form 8-A, filed with the Commission on October 27, 2021 (File No. 333-255107) as updated
in the section titled “Description Securities of the Post-Combination Company” beginning on page 244 of the Company’s
final prospectus and definitive proxy statement, dated September 29, 2022, filed with the Commission on September 29, 2022, as well as
any additional amendments or reports filed for the purpose of updating such description.
All reports and other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective
amendment, which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports.
For purposes of this Registration Statement, any document or any statement
contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to
the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also
is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances shall any information furnished under Item 2.02
or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102 of the DGCL permits a corporation
to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach
of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate
law or obtained an improper personal benefit. Our certificate of incorporation provides that no director of the Registrant shall be personally
liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of
law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for
breaches of fiduciary duty.
Section 145 of the DGCL provides that a corporation
has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation
for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit
or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or
proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect
to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Our certificate of incorporation provides that
we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit
or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become,
a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee
of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being
referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against
all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable
cause to believe his or her conduct was unlawful. Our certificate of incorporation provides that we will indemnify any Indemnitee who
was or is a party to an action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee
is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director,
officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’
fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred in connection with such action,
suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as
to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view
of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that
any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’
fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.
We have entered into indemnification agreements
with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors
and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer
in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other
company or enterprise to which the person provides services at our request.
We maintain a general liability insurance policy
that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their
capacities as directors or officers.
In any underwriting agreement we enter into in
connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions,
us, our directors, our officers and persons who control us within the meaning of the Securities Act against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Watertown, Massachusetts, on February
27, 2024.
| SPECTAIRE HOLDINGS INC. |
|
| |
|
|
| By: |
/s/ Brian Semkiw |
|
| |
Name: |
Brian Semkiw |
|
| |
Title: |
Chief Executive Officer |
|
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
each of Brian Semkiw and Leonardo Fernandes, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, and in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities held on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
/s/
Brian Semkiw
Brian Semkiw
|
|
Co-Chief
Executive Officer and Directors
(Principal Executive
Officer) |
|
February
27, 2024 |
| |
|
|
/s/
Leonardo Fernandes
Leonardo Fernandes
|
|
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
|
February
27, 2024 |
|
|
|
/s/
Brian Hemond
Brian Hemond
|
|
Chief Technology Officer and Director |
|
February
27, 2024 |
| |
|
|
/s/
Dr. Jörg Mosolf
Dr. Jörg Mosolf
|
|
Director |
|
February
27, 2024 |
| |
|
|
/s/
Frank Baldesarra
Frank Baldesarra
|
|
Director |
|
February
27, 2024 |
| |
|
|
/s/
Tao Tan
Tao Tan
|
|
Director |
|
February
27, 2024 |
| |
|
|
/s/
Scott Honour
Scott Honour
|
|
Director |
|
February
27, 2024 |
Exhibit 5.1
| 811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
|
| | |
 | FIRM / AFFILIATE OFFICES
|
| | Austin |
Milan
|
| | Beijing |
Munich
|
| | Boston |
New York |
| | Brussels |
Orange County |
| | Century City |
Paris |
| | Chicago |
Riyadh |
| February 27, 2024 | Dubai |
San Diego |
| | Düsseldorf |
San Francisco |
| | Frankfurt |
Seoul |
| | Hamburg |
Silicon Valley
|
| | Hong Kong |
Singapore |
| | Houston |
Tel Aviv
|
| Spectaire Holdings Inc. | London |
Tokyo |
| 155 Arlington St. | Los Angeles |
Washington, D.C. |
| Watertown, MA 02472 | Madrid |
|
| Re: |
Registration Statement on Form S-8 |
To the addressee set forth above:
We have acted as special counsel
to Spectaire Holdings Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance
by the Company of (i) up to 8,307,288 shares of common stock of the Company, $0.0001 par value per share (the “Shares”),
issuable under the Spectaire Holdings Inc. 2023 Incentive Award Plan, as amended (the “2023 Plan”), and (ii)
up to 2,568,192 Shares issuable under the Spectaire Inc. 2022 Equity Incentive Plan (together with the 2023 Plan, the “Plans”).
The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”),
filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2023 (the “Registration
Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K
under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related
prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined
such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied
upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified
such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with
respect to any other laws.
Subject to the foregoing and
the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on
the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company
for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual
grants or awards under the Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance
with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue
and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly
issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable
notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit
in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable
provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
| |
Sincerely, |
| |
| |
/s/ Latham & Watkins LLP |
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in
this Registration Statement of Spectaire Holdings Inc. on Form S-8 of our report dated March 27, 2023, which includes an explanatory paragraph
as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of Perception
Capital Corp. II as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and for the period from January 21, 2021 (inception)
through December 31, 2021, appearing in the Annual Report on Form 10-K of Perception Capital Corp. II for the year ended December 31,
2022. We were dismissed as auditors on November 14, 2023 and, accordingly, we have not performed any audit or review procedures with respect
to any financial statements appearing in such Registration Statement for the periods after the date of our dismissal.
/s/ Marcum llp
Marcum llp
Tampa, FL
February 27, 2024
Exhibit 23.2
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the incorporation by reference in this Registration Statement of Spectaire Holdings Inc. on Form S-8 of our report dated
March 14, 2023, except for Notes 1 and 13 as to which the date is May 8, 2023, which includes an explanatory paragraph as to Spectaire
Inc.’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of Spectaire
Inc. and subsidiary as of December 31, 2022 and 2021 and for the years then ended.
Melville,
NY
February
27, 2024
An Independent Member of Urbach Hacker Young International
Exhibit 99.1
SPECTAIRE
HOLDINGS INC.
2023 INCENTIVE AWARD PLAN |
ARTICLE
I.
Purpose
The Plan’s purpose is
to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions
to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized
terms used in the Plan are defined in Article XI.
ARTICLE
II.
Eligibility
Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein.
ARTICLE
III.
Administration and Delegation
3.1
Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service
Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The
Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements
and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct
defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be
final and binding on all persons having or claiming any interest in the Plan or any Award.
3.2
Appointment of Committees. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all
of its powers under the Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries; provided,
that in no event shall any officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, individuals
who are subject to Section 16 of the Exchange Act or officers of the Company (or non-employee Directors) to whom the authority to grant
or amend Awards has been delegated hereunder. The Board or the Administrator, as applicable, may rescind any such delegation, abolish
any such Committee or committee and/or re-vest in itself any previously delegated authority at any time.
ARTICLE
IV.
Stock Available for Awards
4.1
Number of Shares. Subject to adjustment under Article VIII and further subject to the terms of this Article IV,
the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. As of the
Effective Date, no further awards may be granted under the Prior Plan; however, Prior Plan Awards will remain subject to the terms and
conditions of the Prior Plan. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open
market or treasury Shares.
4.2
Share Recycling. If all or any part of an Award or Prior Plan Award expires, lapses or is terminated, exchanged for or
settled in cash, surrendered, repurchased, canceled without having been fully exercised/settled or forfeited, in any case, in a manner
that results in the Company acquiring Shares covered by the Award or Prior Plan Award at a price not greater than the price (as adjusted
to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award or Prior Plan
Award, the unused Shares covered by the Award or Prior Plan Award will, as applicable, become or again be available for Award grants under
the Plan. In addition, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable
exercise or purchase price of an Award or Prior Plan Award and/or to satisfy any applicable tax withholding obligation with respect to
an Award (including Shares retained by the Company from the Award or Prior Plan Award being exercised or purchased and/or creating the
tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents
in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit. Notwithstanding anything to the contrary
contained herein, the following Shares shall not be added to the Shares authorized for grant under Section 4.1 and shall not be available
for future grants of Awards: (a) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement
of the Stock Appreciation Right on exercise thereof; and (b) Shares purchased on the open market with the cash proceeds from the exercise
of Options.
4.3
Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 5,418,117 Shares may be
issued pursuant to the exercise of Incentive Stock Options.
4.4
Substitute Awards. In connection with an entity’s merger or consolidation with the Company or any Subsidiary or the
Company’s or any Subsidiary’s acquisition of an entity’s property or equity securities, the Administrator may grant
Awards in substitution for any options or other equity or equity-based awards granted before such merger or consolidation by such entity
or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on
Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be
added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive
Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under
the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary
combines has equity securities available under a pre-existing plan approved by equityholders and not adopted in contemplation of such
acquisition or combination, the equity securities available for grant pursuant to the terms of such pre-existing plan (as adjusted, to
the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination
to determine the consideration payable to the equityholders of the entities party to such acquisition or combination) may be used for
Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not
be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available Shares shall
not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination,
and shall only be made to individuals who were not Service Providers prior to such acquisition or combination.
4.5
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish
compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to
time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the
exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time
to time; provided that, the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance
with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation
for services as a non-employee Director during any fiscal year of the Company may not exceed $750,000 (or, with respect to the first fiscal
year of the Company during which a non-employee Director first serves as a non-employee Director, $1,000,000) (in either case, the “Non-Employee
Director Limit”).
ARTICLE
V.
Stock Options and Stock Appreciation Rights
5.1
General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations
in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number
of Shares covered by each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option
and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock
Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined
by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of
the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations
of the Plan or that the Administrator may impose, and which amount shall be payable in cash, Shares valued at Fair Market Value or a combination
of the two as the Administrator may determine or provide in the applicable Award Agreement.
5.2
Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price
and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be
less than 100% of the Fair Market Value on the grant date of the Option (subject to Section 5.6) or Stock Appreciation Right. Notwithstanding
the foregoing, in the case of an Option or a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the
Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date
of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements
of Sections 424 and 409A of the Code.
5.3
Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement,
provided that, subject to Section 5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the
foregoing and unless determined otherwise by the Company, in the event that on the last business day of the term of an Option or Stock
Appreciation Right (other than an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by
Applicable Law, as determined by the Company, or (ii) Shares may not be purchased or sold by the applicable Participant due to any Company
insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of
securities by the Company, the term of the Option or Stock Appreciation Right shall be automatically extended until the date that is 30
days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in
no event shall the extension last beyond the ten year term (or any shorter maximum, if applicable) of the applicable Option or Stock Appreciation
Right. Notwithstanding the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to the end of the term
of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive
covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant
and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option
or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines.
5.4
Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company (or its Agent) a written
notice of exercise, in a form approved by the Administrator (which may be electronic and provided through the online platform maintained
by an Agent), signed or submitted by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable,
payment in full of the required amount(s), in each case, as applicable, (i) as specified in Section 5.5 for the number of Shares for which
the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an
Option or Stock Appreciation Right may not be exercised for a fraction of a Share.
5.5
Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by online payment through the Agent’s electronic platform or by wire transfer
of immediately available funds to the Agent (or, in each case, if the Company has no Agent accepting payment, by wire transfer of immediately
available funds to the Company) or, solely with the consent of the Administrator (in its discretion), by:
(a) cash,
wire transfer of immediately available funds or check payable to the order of the Company, provided that the Administrator may limit
the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
(b) if there is a public market for Shares at the time of exercise, unless the Administrator otherwise determines, (A) delivery (including
electronically or telephonically to the extent permitted by the Administrator) of an irrevocable and unconditional undertaking by a broker
acceptable to the Administrator to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s
delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Administrator to deliver
promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such
time as may be required by the Administrator;
(c)
delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market
Value;
(d) surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;
(e) other than for Participants subject to Section 13(k) of the Exchange Act with respect to the Company or its Subsidiaries, delivery
of a promissory note, in a form determined by or acceptable to the Administrator, or any other property that the Administrator determines
is good and valuable consideration; or
(f) any
combination of the above payment forms approved by the Administrator.
5.6
Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the
Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively,
and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option
is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s
grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently
with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company
of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within
(i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the
date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness
or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant,
or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422
of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation
under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.
5.7 No
Dividends or Dividend Equivalents. No dividends or Dividend Equivalents shall be payable with respect to Options or Stock Appreciation
Rights.
ARTICLE
VI.
Restricted Stock; Restricted Stock Units
6.1
General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider,
subject to the Company’s right to repurchase all or part of such Shares at their issue price or other stated or formula price from
the Participant (or to require forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not satisfied
before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator
may grant Restricted Stock Units to any Service Provider, which may be subject to vesting and forfeiture conditions during the applicable
restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement
the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained
in the Plan.
6.2
Restricted Stock.
(a) Dividends.
Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless
the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends
or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary
cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Shares
of Restricted Stock with respect to which they were paid. Notwithstanding anything to the contrary herein, with respect to any award
of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall only be paid out to the Participant holding
such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. All such dividend payments will be made no
later than March 15 of the calendar year following the calendar year in which the right to the dividend payment becomes nonforfeitable.
(b) Stock
Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock
certificates issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank.
6.3
Restricted Stock Units.
(a)
Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably
practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s
election, in a manner intended to comply with Section 409A. Restricted Stock Units may be settled in cash or in Shares, as
determined by the Administrator and set forth in the applicable Award Agreement.
(b) Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted
Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.
(c) Dividend Equivalents.
For clarity, Dividend Equivalents with respect to an Award of Restricted Stock Units shall only be paid out to the Participant to the
extent that the vesting conditions applicable to the underlying Award are satisfied. All such Dividend Equivalent payments will be made
no later than March 15 of the calendar year following calendar year in which the right to the Dividend Equivalent payment becomes nonforfeitable
in accordance with the foregoing, unless otherwise determined by the Administrator or unless deferred in a manner intended to comply with
Section 409A.
ARTICLE
VII.
Other Stock or Cash Based Awards; DIVIDEND EQUIVALENTS
7.1 Other
Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants
to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on
specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or
Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in
lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other
property, or any combination of the foregoing, as the Administrator determines. Subject to the provisions of the Plan, the Administrator
will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal(s) (which
may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award
Agreement. In addition, the Company may adopt subplans or programs under the Plan pursuant to which it makes Awards available in a manner
consistent with the terms and conditions of the Plan.
7.2 Dividend
Equivalents. A grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with the right to receive
Dividend Equivalents, and no dividends or Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.
Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the
same restrictions on transferability and forfeitability as the Award with respect to which the Dividend Equivalents are paid and subject
to other terms and conditions as set forth in the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents
with respect to an Award shall only be paid out to the Participant to the extent that the vesting conditions applicable to the underlying
Award are satisfied. All such Dividend Equivalent payments will be made no later than March 15 of the calendar year following calendar
year in which the right to the Dividend Equivalent payment becomes nonforfeitable in accordance with the foregoing, unless otherwise determined
by the Administrator.
ARTICLE
VIII.
Adjustments for Changes in Common Stock
and Certain Other Events
8.1
Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII,
the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may
include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant
price (if applicable), granting new Awards to Participants, and/or making a cash payment to Participants. The adjustments provided under
this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the
Administrator will determine whether an adjustment is equitable.
8.2
Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other
securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange
of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or
other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting
the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms
and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction
or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period
of time after such change), is hereby authorized to take any one or more of the following actions whenever the Administrator determines
that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the
Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction
or event or (z) give effect to such changes in Applicable Laws or accounting principles:
(a)
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal
to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the
Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained
upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is
equal to or less than zero, then the Award may be terminated without payment;
(b)
To provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;
(c)
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
(d)
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with
respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV
hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise
price or applicable performance goals), and the criteria included in, outstanding Awards;
(e)
To replace such Award with other rights or property selected by the Administrator; and/or
(f)
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.
8.3 Effect
of Non-Assumption in a Change in Control. Notwithstanding the provisions of Section 8.2, if a Change in Control occurs and a
Participant’s Award is not continued, converted, assumed, or replaced with an award (which
may include, without limitation, a cash-based award) with substantially the same value, and vesting terms that are no less favorable
than those applicable to the underlying award, in each case, as of immediately prior to the Change in Control by (a) the Company, or
(b) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant
has not had a Termination of Service, then, immediately prior to the Change in Control, such Award shall become fully vested,
exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Award shall lapse, in which
case, such Award shall be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in
Control consideration payable to other holders of Common Stock (i) which may be on such terms and conditions as apply generally to
holders of Common Stock under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred
consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii) determined by reference to
the number of Shares subject to such Award and net of any applicable exercise price; provided that to the extent that any Award
constitutes “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A (to
the extent applicable to such Award) without the imposition of taxes thereon under Section 409A, the timing of such payments shall
be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in
Control documents); and provided, further, that if the amount to which the Participant would be entitled upon the settlement or
exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without
payment. The Administrator shall determine whether an Assumption of an Award has occurred in connection with a Change in
Control.
8.4
Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary
transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering
or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up
to 60 days before or after such transaction.
8.5
General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will
have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of
Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8.1 or the Administrator’s action under the Plan, no issuance by the Company
of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the
number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and
the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment,
recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation
dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities
with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants
and Awards (or portions thereof) differently under this Article VIII.
ARTICLE
IX.
General Provisions Applicable to Awards
9.1
Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other
than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by
operation of law, except for certain beneficiary designations, by will or the laws of descent and distribution, or, subject to the Administrator’s
consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant.
Any permitted transfer of an Award hereunder shall be without consideration, except as required by Applicable Law. References to a Participant,
to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically
approves.
9.2
Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator
determines. The Award Agreement will contain the terms and conditions applicable to an Award. Each Award may contain terms and conditions
in addition to those set forth in the Plan.
9.3
Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or
portions thereof) uniformly.
9.4
Termination of Status. The Administrator will determine how a Participant’s Disability, death, retirement or authorized
leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award (including
whether and when a Termination of Service has occurred) and the extent to which, and the period during which the Participant, the Participant’s
legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.
9.5
Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of,
any taxes required by Applicable Law to be withheld in connection with such Participant’s Awards by the date of the event creating
the tax liability. The Company or one of its Subsidiaries may deduct an amount sufficient to satisfy such tax obligations based on the
applicable statutory withholding rates (or such other rate as may be determined by the Administrator after considering any accounting
consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading
policy (including blackout periods), Participants may satisfy such tax obligations through the Agent’s electronic platform or by
wire transfer of immediately available funds to the Agent (or, in each case, if the Company has no Agent accepting payment, by wire transfer
of immediately available funds to the Company) or, solely with the consent of the Administrator, by (i) cash, wire transfer of immediately
available funds or check made payable to the order of the Company, provided that the Administrator may limit the use of the foregoing
payment forms in its discretion, (ii) to the extent permitted by the Administrator, delivery of Shares (in whole or in part), including
Shares delivered by attestation and Shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the
date of delivery, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Administrator
otherwise determines, (A) delivery (including electronically or telephonically to the extent permitted by the Administrator) of an irrevocable
and unconditional undertaking by a broker acceptable to the Administrator to deliver promptly to the Company sufficient funds to satisfy
the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker
acceptable to the Administrator to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided
that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Administrator,
any combination of the foregoing payment forms approved by the Administrator. Notwithstanding any other provision of the Plan,
the number of Shares which may be so delivered or retained pursuant to clause (ii) of the immediately preceding sentence shall be limited
to the number of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such
liabilities based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such
other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles
in the United States of America), and for clarity, may be less than such maximum individual statutory tax rate if so determined by the
Administrator. If any tax withholding obligation will be satisfied under clause (ii) above by the Company’s retention of Shares
from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company
may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s
behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s
acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization
to such brokerage firm to complete the transactions described in this sentence.
9.6
Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting
another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a
Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account
any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted
under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator
may, without the approval of the stockholders of the Company, (i) reduce the exercise price per share of outstanding Options or Stock
Appreciation Rights or (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock
Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Stock Appreciation
Rights.
9.7
Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions
from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction,
(ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied,
including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has
executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy
any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator
determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue
or sell such Shares as to which such requisite authority has not been obtained.
9.8
Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially
exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
9.9
Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an
Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination
thereof.
9.10
Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed
by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (i)
any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as
practicable; (ii) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive
an average price; (iii) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting
an Award, each Participant agrees to indemnify and hold the Company and its Subsidiaries harmless from any losses, costs, damages, or
expenses relating to any such sale; (iv) to the extent the Company, its Subsidiaries or their designee receives proceeds of such sale
that exceed the amount owed, the Company or its Subsidiary will pay such excess in cash to the applicable Participant as soon as reasonably
practicable; (v) the Company, its Subsidiaries and their designees are under no obligation to arrange for such sale at any particular
price; and (vi) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the
Participant may be required to pay immediately upon demand to the Company, its Subsidiaries or their designee an amount in cash sufficient
to satisfy any remaining portion of the Participant’s obligation.
ARTICLE
X.
Miscellaneous
10.1
No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of
an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or
any of its Subsidiaries. The Company and its Subsidiaries expressly reserve the right at any time to dismiss or otherwise terminate their
respective relationships with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided
in an Award Agreement or in the Plan.
10.2
No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have
any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company
will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such
Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may
place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable
Laws.
10.3
Effective Date and Term of Plan. Unless earlier terminated by the Board, the Plan will become effective on the date on which
the Company’s stockholders approve the Plan (the “Effective Date”) and will remain in effect until the
tenth anniversary of the Effective Date, but Awards previously granted may extend beyond that date in accordance with the Plan. Notwithstanding
anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after 10 years from the earlier of (i)
the date the Board adopted the Plan or (ii) the date the Company’s stockholders approved the Plan,. If the Plan is not approved
by the Company’s stockholders, the Plan will not become effective, no Awards will be granted under the Plan and the Prior Plan will
continue in full force and effect in accordance with their terms.
10.4
Amendment of Plan. The Board may amend, suspend or terminate the Plan at any time; provided that no amendment, other than
(a) as permitted by the applicable Award Agreement, (b) as provided under Sections 10.6 and 10.15, or (c) an amendment to increase the
Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s
consent. No Awards may be granted under the Plan during any suspension period or after the Plan’s termination. Awards outstanding
at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before
such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to increase the Non-Employee Director
Limit or to the extent necessary to comply with Applicable Laws.
10.5
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals
or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations
or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.
10.6
Section 409A.
(a)
General. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A,
the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A. To the extent applicable,
the Plan and the Award Agreements shall be interpreted in accordance with Section 409A, such that no adverse tax consequences, interest,
or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator
may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including
amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards,
including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A,
including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant
date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The
Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A
with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits
under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties
or interest under Section 409A. Notwithstanding any contrary provision of the Plan or any Award Agreement, any payment of “nonqualified
deferred compensation” under the Plan that may be made in installments shall be treated as a right to receive a series of separate
and distinct payments.
(b)
Separation from Service. If an Award is subject to and constitutes “nonqualified deferred compensation” under
Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will,
to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service”
(within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of
the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments
or benefits, references to a “termination,” “termination of employment” or like terms means a “separation
from service.”
(c)
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)
of “nonqualified deferred compensation” required to be made under an Award subject to Section 409A to a “specified employee”
(as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will,
to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately
following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be
paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable
thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six
months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise
scheduled to be made.
10.7
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or
any other person for any claim, loss, liability, or expense incurred in connection with the Plan or
any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed
in his, her or its capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company
will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will
be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including
attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising
from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.
10.8
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise
transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company registration
statement filed under the Securities Act, or such longer period as determined by the underwriter.
10.9
Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name,
address and telephone number; birthdate; social security number, insurance number or other identification number; salary; nationality;
job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer
the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst
themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries
and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These
recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data
privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant
may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and
manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company and its Subsidiaries
hold regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant,
recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents provided for in this Section
10.9 in writing, without cost, by contacting the local human resources representative. If the Participant refuses or withdraws the consents
provided for in this Section 10.9, the Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s
discretion, the Participant may forfeit any outstanding Awards. For more information on the consequences of refusing or withdrawing consent,
Participants may contact their local human resources representative.
10.10
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid
provisions had been excluded, and the illegal or invalid action will be null and void.
10.11
Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between
a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified
in such Award Agreement or other written document that the specific provision
of the Plan will not apply. For clarity, the foregoing sentence shall not limit the applicability of any additive language contained in
an Award Agreement or other written agreement which provides supplemental or additional terms not inconsistent with the Plan.
10.12
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware,
disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State
of Delaware.
10.13
Claw-back Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually
or constructively received by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying
the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back
policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or
regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement.
10.14
Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the
Plan’s text, rather than such titles or headings, will control.
10.15
Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with
Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with
Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform
to Applicable Laws.
10.16
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect
to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the
Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.
10.17
Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any
pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as
expressly provided in writing in such other plan or an agreement thereunder.
ARTICLE
XI.
Definitions
As used in the Plan, the following
words and phrases will have the following meanings:
11.1
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee. Notwithstanding anything herein to the contrary, the Board shall conduct the general
administration of the Plan with respect to Awards granted to non-employee Directors and, with respect to such Awards, the term “Administrator”
as used in the Plan shall mean and refer to the Board.
11.2
“Agent” means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged,
retained, appointed or authorized to act as the agent of the Company or a Participant with regard to the Plan.
11.3
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or
quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where Awards are granted.
11.4
“Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards.
11.5
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains
such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
11.6
“Board” means the Board of Directors of the Company.
11.7
“Cause” means, in respect of a Participant, either (i) the definition of “Cause” contained
in the Participant’s Award Agreement or an effective, written service or employment agreement between the Participant and the Company
or a Subsidiary of the Company; or (ii) if no such agreement exists or such agreement does not define Cause, then Cause shall mean
(i) the Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company or any of its Subsidiaries
or any material breach of a written agreement between the Participant and the Company or any of its Subsidiaries, including without limitation
a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) the Participant’s commission
of, indictment for or the entry of a plea of guilty or nolo contendere by the Participant to, a felony under the laws of the United
States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the
United States); (iii) the Participant’s negligence or willful misconduct in the performance of the Participant’s duties or
the Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement,
material misappropriation or dishonesty committed by the Participant against the Company or any of its Subsidiaries; or (v) any acts,
omissions or statements by a Participant which the Company determines to be materially detrimental or damaging to the reputation, operations,
prospects or business relations of the Company or any of its Subsidiaries. The findings and decision of the Administrator with respect
to any Cause determination will be final and binding for all purposes.
11.8
“Change in Control” means and includes each of the following:
(a)
A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement
filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i)
and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such
terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee
benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly
or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined
voting power of the Company’s securities outstanding immediately after such acquisition; or
(b) During
any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new
Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a
transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least
two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or
nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(c)
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of
all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition
of assets or stock of another entity, in each case other than a transaction:
(i)
which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets
or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly
or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately
after the transaction, and
(ii)
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the
Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially
owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior
to the consummation of the transaction.
Notwithstanding the foregoing,
if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral
of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A,
the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute
a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,”
as defined in Treasury Regulation Section 1.409A-3(i)(5).
The Administrator shall have
full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided
that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
11.9
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
11.10
“Committee” means one or more committees or subcommittees of the Board, which may include one or more
Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of
Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award
that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s
failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by
the Committee that is otherwise validly granted under the Plan.
11.11
“Common Stock” means the common stock of the Company.
11.12
“Company” means Spectaire Holdings Inc., a Delaware corporation, or any successor.
11.13
“Consultant” means any consultant or advisor engaged by the Company or any of its Subsidiaries to render
services to such entity that qualifies as a consultant or advisor under the applicable rules of Form S-8 Registration Statements.
11.14
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner
the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
11.15
“Director” means a Board member.
11.16
“Disability” means that the Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months.
11.17
“Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent
value (in cash or Shares) of dividends paid on Shares.
11.18
“Employee” means any employee of the Company or its Subsidiaries.
11.19
“Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between
the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash
dividend, or other large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or
the share price of Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying
outstanding Awards.
11.20
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
11.21
“Fair Market Value” means, as of any date, the value of a Share determined as follows: (a) if the
Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock
as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred,
as reported in The Wall Street Journal or another source the Administrator deems reliable; (b) if the Common Stock is not
traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no
sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street
Journal or another source the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator
will determine the Fair Market Value in its discretion.
11.22
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d)
of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation,
as defined in Section 424(e) and (f) of the Code, respectively.
11.23
“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option”
as defined in Section 422 of the Code.
11.24
“Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as
an Incentive Stock Option.
11.25
“Option” means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified
Stock Option.
11.26
“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly
or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Article VII.
11.27
“Overall Share Limit” means the sum of (a) 5,418,117 Shares; (b) any Shares which remain available for
issuance under the Prior Plan as of the Effective Date; (c) any Shares which are subject to Prior Plan Awards as of the Effective Date
which, following the Effective Date, become available for issuance under the Plan pursuant to Article IV; and (d) an annual increase on
the first day of each calendar year beginning January 1, 2024 and ending on and including January 1, 2033, equal to the lesser of (i)
a number of Shares equal to 5% of the aggregate number of Shares outstanding on the final day of the immediately preceding calendar year
and (ii) such smaller number of Shares as is determined by the Board.
11.28
“Participant” means a Service Provider who has been granted an Award.
11.29
“Performance Criteria” means the criteria (and adjustments) that the Administrator may select for an
Award to establish performance goals for a performance period, which may include (but is not limited to) the following: net earnings or
losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense);
gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including
but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating
margin; operating efficiency; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead
and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital
or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions
in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price
per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance;
implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones
or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer
satisfaction/growth; customer service; employee satisfaction; recruitment
and maintenance of personnel; human resources management; supervision of litigation and
other legal matters; strategic partnerships, collaborations and transactions; financial
ratios (including those measuring liquidity, activity, profitability or leverage); debt
levels or reductions; sales-related goals; financing
and other capital raising transactions; cash on hand; acquisition,
licensing or divestiture activity; investment sourcing
activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase
or decrease. Such performance goals also may be (i) based solely by reference to the Company’s performance or the performance of
a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, (ii) based upon performance relative to performance
of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies, (iii) based
on GAAP or non-GAAP metrics, and/or (iv) adjusted to reflect the impact of unusual or non-recurring transactions, extraordinary events
or otherwise as determined by the Administrator.
11.30
“Plan” means this 2023 Incentive Award Plan.
11.31
“Prior Plan” means the Spectaire Inc. 2022 Equity Incentive Plan.
11.32
“Prior Plan Award” means an award outstanding under the Prior Plan as of the Effective Date.
11.33
“Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting
conditions and other restrictions.
11.34
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date,
one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date
awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.
11.35
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.
11.36
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs
and other interpretative authority thereunder.
11.37
“Securities Act” means the Securities Act of 1933, as amended.
11.38
“Service Provider” means an Employee, Consultant or Director.
11.39
“Shares” means shares of Common Stock.
11.40
“Stock Appreciation Right” means a stock appreciation right granted under Article V.
11.41
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain
of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at
the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of
securities or interests in one of the other entities in such chain.
11.42
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or in substitution
or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the
Company or any Subsidiary or with which the Company or any Subsidiary combines.
11.43
“Termination of Service” means the date the Participant ceases to be a Service Provider.
* * * * *
19
Exhibit 99.2
SPECTAIRE HOLDINGS INC.
2023 INCENTIVE AWARD PLAN
RESTRICTED STOCK
Unit Grant Notice
Spectaire Holdings Inc., a
Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”)
the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant
Notice”), subject to the terms and conditions of the Spectaire Holdings Inc. 2023 Incentive Award Plan (as amended from
time to time, the “Plan”) and the Restricted Stock Unit Agreement attached hereto as Exhibit A and the
addendum attached thereto (the “Addendum” and, together with the Grant Notice and the Restricted Stock Unit
Agreement, the “Agreement”), all of which are incorporated into this Grant Notice by reference. Each RSU is
hereby granted in tandem with a corresponding Dividend Equivalent, as further described in the Agreement. Capitalized terms not specifically
defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.
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Participant: |
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Grant Date: |
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Number of RSUs: |
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Vesting Commencement Date: |
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Vesting Schedule: |
[To be specified] |
By accepting (whether in writing,
electronically or otherwise) the RSUs, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement. Participant
has reviewed the Plan, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Grant Notice and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under
the Plan, this Grant Notice or the Agreement.
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SPECTAIRE HOLDINGS
INC. |
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PARTICIPANT |
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[Participant Name] |
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RESTRICTED STOCK
UNIT AGREEMENT
Capitalized terms not specifically
defined in this Restricted Stock Unit Agreement and the addendum attached hereto (the “Addendum” and, together
with the Grant Notice and this Restricted Stock Unit Agreement, the “Agreement”) shall have the meanings specified
in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article
I.
general
1.1
Award of RSUs. The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant
Notice (the “Grant Date”). Each RSU represents the right to receive one Share, as set forth in this Agreement.
Participant will have no right to the distribution of any Shares until the time (if ever) the RSUs have vested.
1.2
Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which
Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it
corresponds. Each Dividend Equivalent shall entitle Participant to receive the equivalent value of any ordinary cash dividend declared
by the Company on a single Share while such Dividend Equivalent is outstanding. The Company will establish a separate Dividend Equivalent
bookkeeping account for each Dividend Equivalent (a “Dividend Equivalent Account”) and will credit the Dividend
Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid. Any Dividend Equivalents
and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection
therewith for purposes of Section 409A of the Code (including for purposes of the designation of the time and form of payments required
by Section 409A of the Code).
1.3
Incorporation of Terms of Plan. The RSUs and Dividend Equivalents are subject to the terms and conditions set forth in this
Agreement and the Plan, which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement,
the terms of the Plan will control, unless it is expressly specified in this Agreement that the specific provision of the Plan will not
apply. If the Addendum applies to Participant, in the event of a conflict between the terms of this Agreement or the Plan and the provisions
in the Addendum, the terms and conditions in the Addendum shall control.
1.4
Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company
obligation payable only from the Company’s general assets.
1.5 Restrictive
Covenants. In consideration of the grant of the RSUs and Dividend Equivalents hereunder, and further as a material inducement for
the Company to enter into this Agreement with Participant and to grant Participant the RSUs and Dividend Equivalents, Participant hereby
acknowledges and agrees that Participant shall continue to comply with any restrictive covenants to which Participant is bound pursuant
to any written agreement with the Company or any of its Subsidiaries (including, if Participant is a party to an employment agreement
with the Company or any of its Subsidiaries, the restrictive covenants set forth in such employment agreement (if any)) (collectively,
“Restrictive Covenants”).
Article
II.
VESTING; forfeiture AND SETTLEMENT
2.1
Vesting; Forfeiture.
(a)
Subject to Section 2.1(b) below, the RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction
of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Dividend Equivalents
(including any Dividend Equivalent Account balance) will vest upon the vesting of the RSUs to which the Dividend Equivalent (including
the Dividend Equivalent Account) relates.
(b)
Except as otherwise provided in a written agreement between Participant and the Company or determined by the Administrator:
(i)
In the event of Participant’s Termination of Service for any reason (x) all unvested RSUs will immediately and automatically
be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination
of Service, if any), and (y) Dividend Equivalents (including any Dividend Equivalent Account balance) will be forfeited upon the forfeiture
of the RSUs with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.
(ii)
In the event that Participant breaches any Restrictive Covenant, then to the greatest extent permitted by Applicable Law,
(x) all unvested RSUs will immediately and automatically be cancelled and forfeited, and (y) Dividend Equivalents (including any Dividend
Equivalent Account balance) will be forfeited upon the forfeiture of the RSUs with respect to which the Dividend Equivalent (including
the Dividend Equivalent Account) relates.
2.2
Settlement.
(a)
RSUs that vest will be paid in Shares and Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid
in cash, in any case, as soon as administratively practicable after vesting, but in no event later than sixty (60) days following the
date on which the applicable RSU vests.
(b)
Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would
violate Applicable Law or an applicable provision of the Plan until the earliest date the Company reasonably determines the making of
the payment will not cause such a violation (in accordance with U.S. Treasury Regulation Section 1.409A-2(b)(7)(ii)); provided
the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.
Article
III.
TAXATION AND TAX WITHHOLDING
3.1
Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors
the tax consequences of the RSUs and Dividend Equivalents and the transactions contemplated by this Agreement. Participant is relying
solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.2
Tax Withholding.
(a)
Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary which employs Participant
or to which Participant otherwise renders services, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits
tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable or
deemed applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and
may exceed the amount (if any) actually withheld by the Company or the applicable Subsidiary. Participant further acknowledges that the
Company and/or its Subsidiaries (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection
with any aspect of the RSUs or Dividend Equivalents, including, but not limited to, the grant, vesting or settlement of the RSUs or Dividend
Equivalents, or the subsequent sale of Shares acquired pursuant to the settlement of any RSUs; and (ii) do not commit to and are under
no obligation to structure the terms of the grant or any aspect of the RSUs or Dividend Equivalents to reduce or eliminate Participant’s
liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more
than one jurisdiction, Participant acknowledges that the Company and/or the applicable Subsidiary may be required to withhold or account
for Tax-Related Items in more than one jurisdiction.
(b)
In this regard and unless the Administrator determines otherwise, Participant authorizes and agrees that the Company or its agent
shall satisfy any applicable withholding obligations or rights with regard to all Tax-Related Items arising in connection with or relating
to the RSUs by withholding in Shares to be issued upon settlement of the RSUs. The number of Shares which may be so withheld or surrendered
shall be limited to the number of Shares which have a fair market value on the date of withholding no greater than the aggregate amount
of such liabilities based on the maximum individual statutory withholding rates in Participant’s applicable jurisdictions for federal,
state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income, in accordance with Section 9.5
of the Plan. The Company or a Subsidiary thereof shall satisfy any applicable withholding obligations or rights with respect to all Tax-Related
Items arising in connection with or relating to the Dividend Equivalents by withholding from the amounts payable in respect of the Dividend
Equivalents an amount equal to the withholding obligations for Tax-Related Items.
(c)
If the obligations for Tax-Related Items are satisfied by withholding Shares, for tax purposes, Participant will be deemed to have
been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for
the purpose of satisfying the withholding obligations for the Tax-Related Items.
(d)
The Company shall not be obligated to deliver any Shares to Participant or Participant’s legal representative unless and
until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of any withholding
obligation for Tax-Related Items resulting from the RSUs, the Dividend Equivalents or the Shares subject to the RSUs.
Article
IV.
other provisions
4.1
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding Participant’s participation in the Plan or Participant’s receipt, vesting or settlement of the RSUs,
the Shares subject to the RSUs or the Dividend Equivalents or the sale of such Shares. Participant is hereby advised to consult with his
or her own personal tax, legal and financial advisors regarding his or her participation in the Plan and the RSUs and Dividend Equivalents
before accepting the RSUs and Dividend Equivalents or otherwise taking any action related to the RSUs and/or Dividend Equivalents or the
Plan.
4.2
Nature of the Grant. By accepting the RSUs and Dividend Equivalents, Participant acknowledges and agrees that:
(a)
the Plan is established voluntarily by the Company, is wholly discretionary in nature and may be modified, amended, suspended,
or terminated by the Company at any time, to the extent permitted by the Plan;
(b)
the grant of the RSUs and tandem Dividend Equivalents is exceptional, voluntary and occasional and does not create any contractual
or other right to receive future grants of restricted stock units or dividend equivalents, or benefits in lieu of restricted stock units
or dividend equivalents, even if restricted stock units or dividend equivalents have been granted in the past;
(c)
all decisions with respect to future grants of restricted stock units and/or dividend equivalents or other grants, if any, will
be at the sole discretion of the Company;
(d)
the RSUs and Dividend Equivalents and Participant’s participation in the Plan shall not create a right of employment or other
service relationship with the Company or any of its Subsidiaries;
(e)
the RSUs and Dividend Equivalents and Participant’s participation in the Plan shall not be interpreted as forming or amending
an employment or service contract with the Company or any Subsidiary thereof, and shall not interfere with the ability of the Company
or any Subsidiary thereof, as applicable, to terminate Participant’s continued status as a Service Provider (if any);
(f)
Participant is voluntarily participating in the Plan;
(g)
the RSUs and Dividend Equivalents and any Shares acquired under the Plan, and the income from and value of the same, are not intended
to replace any pension rights or compensation;
(h)
the RSUs and Dividend Equivalents and any Shares acquired under the Plan, and the income from and value of the same, are not part
of normal or expected compensation for any purposes, including but not limited to, calculating any severance, resignation, termination,
redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or
similar payments;
(i)
the future value of the Shares underlying the RSUs is unknown, indeterminable, and cannot be predicted with certainty;
(j)
no claim or entitlement to compensation or damages shall arise from forfeiture of any portion of the RSUs and Dividend Equivalents
resulting from Participant’s Termination of Service (for any reason whatsoever and regardless of whether or not later found to be
invalid or in breach of Applicable Laws in the jurisdiction where Participant is providing service or the terms of Participant’s
employment or other service agreement, if any), Participant’s breach of any Restrictive Covenants and/or the application of any
recoupment, recovery, or clawback policy otherwise required by Applicable Laws;
(k)
unless otherwise agreed with the Company in writing, the RSUs, the Shares subject to the RSUs, and the Dividend Equivalents and
the income from and value of the same, are not granted as consideration for, or in connection with, the service Participant may provide
as a director of a Subsidiary or other affiliate;
(l)
unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and Dividend Equivalents and the benefits evidenced
by this Agreement do not create any entitlement to have the RSUs, the Dividend Equivalents and/or any such other benefits transferred
to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting
the Shares; and
(m)
neither the Company nor any Subsidiary thereof shall be liable for any foreign exchange rate fluctuation between Participant’s
local currency and the U.S. dollar that may affect the value of the RSUs or Dividend Equivalents or of any amounts due to Participant
pursuant to the vesting of the RSUs or Dividend Equivalents or the subsequent sale of any Shares acquired upon settlement of the RSUs.
4.3
Adjustments. Participant acknowledges that the RSUs, the Shares subject to the RSUs, and the Dividend Equivalents are subject
to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.4
Clawback. The RSUs, the Dividend Equivalents and the Shares issuable pursuant to the RSUs shall be subject to the
Company’s Policy for Recovery of Erroneously Awarded Compensation, as well as any other clawback or recoupment policy in effect
on the Grant Date or that may be adopted or maintained by the Company following the Grant Date.
4.5
Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the
Company in care of the Company’s Chief Financial Officer at the Company’s principal office or the Chief Financial Officer’s
then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing
and addressed to Participant (or, if Participant is then deceased, to the Designated Beneficiary) at Participant’s last known mailing
address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either
party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received,
when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch
post office regularly maintained by the United States Postal Service, or comparable non-U.S. postal service, when delivered by a nationally
recognized express shipping company or upon receipt of a facsimile transmission confirmation.
4.6
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.
4.7
Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the
extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to
Applicable Laws.
4.8
Successors and Assigns. The Company may assign any of its rights under this Agreement to a single or multiple assignees,
and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set
forth in this Agreement or the Plan, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.
4.9
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant
is subject to Section 16 of the Exchange Act, the Plan, this Agreement and the RSUs and Dividend Equivalents will be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that
are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended
as necessary to conform to such applicable exemptive rule.
4.10
Entire Agreement. The Plan and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter
hereof.
4.11
Severability. If any portion of this Agreement or any action taken under this Agreement, in any case is held illegal or
invalid for any reason, the illegality or invalidity will not affect the remaining parts of this Agreement, and this Agreement will be
construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.
4.12
Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein
provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed
as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights
of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs,
and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs, as and when
settled pursuant to the terms of this Agreement.
4.13
Not a Contract of Employment or Service. Nothing in the Plan or this Agreement (including the Addendum) confers upon Participant
any right to continue in the employ or service of the Company or its Subsidiary or affiliate or interferes with or restricts in any way
the rights of the Company and its Subsidiaries and affiliates, which rights are hereby expressly reserved, to discharge or terminate the
services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise
in a written agreement between the Company or a Subsidiary or affiliate and Participant.
4.14
Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature,
subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.
4.15
Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware,
disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State
of Delaware.
4.16
Addendum. Notwithstanding any provisions in this Agreement, if Participant performs services for the Company outside of
the United States, the RSUs and Dividend Equivalents shall be subject to any additional terms and conditions set forth in the Addendum
to this Agreement for Participant’s country of residence. Moreover, if Participant relocates to one of the countries included in
the Addendum, the additional terms and conditions for such country will apply to Participant, to the extent the Company determines that
the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes part
of this Agreement.
4.17
Notification. If the Addendum applies to Participant, Participant represents that Participant has knowledge of all the conditions
and legal requirements of Participant’s participation in the Plan and entrance into this Agreement. Participant also represents
that Participant has all the necessary authorizations and/or permits (in each case, as applicable) from the relevant foreign exchange
and securities regulatory bodies for Participant to comply with the terms and conditions set forth in this Agreement.
4.18
Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related
to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic
delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a
third party designated by the Company.
4.19
Insider Trading/Market Abuse Laws. Depending on Participant’s country or broker’s country, or the country in
which the Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions,
which may affect Participant’s ability to accept, acquire, sell or attempt to sell, or otherwise dispose of the Shares, rights to
Shares (e.g., the RSUs) or rights linked to the value of Shares, during such times as Participant is considered to have “inside
information” regarding the Company (as defined by Applicable Laws). Local insider trading laws and regulations may prohibit the
cancellation or amendment of orders Participant placed before possessing inside information. Furthermore, Participant may be prohibited
from (i) disclosing insider information to any third party, including fellow Employees (other than on a “need to know” basis)
and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or
regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy.
Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant should
speak to his or her personal advisor on this matter.
4.20
Foreign Asset/Account Reporting, Exchange Control and Tax Reporting. Participant may be subject to foreign asset/account,
exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including
dividends and the proceeds arising from the sale of Shares) derived from his or her participation in the Plan in, to and/or from a brokerage/bank
account or legal entity located outside Participant’s country. Applicable Laws may require that Participant report such accounts,
assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country.
Participant also may be required to repatriate sale proceeds or other funds received as a result of Participant’s participation
in the Plan to his or her country through a designated bank or broker within a certain time after receipt. Participant acknowledges that
he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements
and should consult his or her personal legal advisor on this matter.
****
8
Exhibit 99.3
SPECTAIRE INC.
2022 EQUITY INCENTIVE PLAN
1.
Purpose.
The purpose of the Plan is
to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate
persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities
and thereby better aligning the interests of such persons with those of the Company’s stockholders. Capitalized terms used in the
Plan are defined in Section 11 below.
2.
Eligibility.
Service Providers are eligible
to be granted Awards under the Plan, subject to the limitations described herein.
3.
Administration and Delegation.
3.1
Administration. The Plan will be administered by the Administrator. The Administrator shall have authority
to determine which Service Providers will receive Awards, to grant Awards and to set all terms and conditions of Awards (including, but
not limited to, vesting, exercise and forfeiture provisions). In addition, the Administrator shall have the authority to take all actions
and make all determinations contemplated by the Plan and to adopt, amend and repeal such administrative rules, guidelines and practices
relating to the Plan as it shall deem advisable. The Administrator may correct any defect or ambiguity, supply any omission or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it shall deem necessary or appropriate to carry the Plan and
any Awards into effect, as determined by the Administrator. The Administrator shall make all determinations under the Plan in the Administrator’s
sole discretion and all such determinations shall be final and binding on all persons having or claiming any interest in the Plan or in
any Award.
3.2
Appointment of Committees. To the extent permitted by Applicable Laws, the Board may delegate any or all of
its powers under the Plan to one or more Committees. The Board may abolish any Committee at any time and re-vest in itself any previously
delegated authority.
4.
Stock Available for Awards.
4.1
Number of Shares. Subject to adjustment under Section 8 hereof, Awards may be made under the Plan covering
up to 260,000 shares of Common Stock. If any Award expires or lapses or is terminated, surrendered or canceled without having been fully
exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased
by the Company at or below the original issuance price), in any case in a manner that results in any shares of Common Stock covered by
such Award not being issued or being so reacquired by the Company, the unused Common Stock covered by such Award shall again be available
for the grant of Awards under the Plan. Further, shares of Common Stock delivered (either by actual delivery or attestation) to the Company
by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation
(including shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) shall be added
to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options
(as hereinafter defined), the foregoing provisions shall be subject to any limitations under the Code. Shares of Common Stock issued under
the Plan may consist in whole or in part of authorized but unissued shares, shares purchased on the open market or treasury shares.
4.2
Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition
by the Company of property or stock of an entity, the Administrator may grant Awards in substitution for any options or other stock or
stock-based awards granted prior to such merger or consolidation by such entity or an affiliate thereof. Substitute Awards may be granted
on such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the
Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4.1 hereof, except as may be required by
reason of Section 422 of the Code.
5.
Stock Options.
5.1
General. The Administrator may grant Options to any Service Provider, subject to the limitations on Incentive
Stock Options described below. The Administrator shall determine the number of shares of Common Stock to be covered by each Option, the
exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating
to Applicable Laws, as it considers necessary or advisable.
5.2
Incentive Stock Options. The Administrator may grant Options intended to qualify as Incentive Stock Options
only to employees of the Company, any of the Company’s present or future “parent corporations” or “subsidiary
corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are
eligible to receive Incentive Stock Options under the Code. All Options intended to qualify as Incentive Stock Options shall be subject
to and shall be construed consistently with the requirements of Section 422 of the Code. Neither the Company nor the Administrator shall
have any liability to a Participant, or any other party, (i) if an Option (or any part thereof) which is intended to qualify as an Incentive
Stock Option fails to qualify as an Incentive Stock Option or (ii) for any action or omission by the Administrator that causes an Option
not to qualify as an Incentive Stock Option, including without limitation, the conversion of an Incentive Stock Option to a Non-Qualified
Stock Option or the grant of an Option intended as an Incentive Stock Option that fails to satisfy the requirements under the Code applicable
to an Incentive Stock Option. Any Option that is intended to qualify as an Incentive Stock Option, but fails to so qualify for any reason,
including without limitation, the portion of any Option becoming exercisable in excess of the $100,000 limitation described in Treasury
Regulation Section 1.422-4, shall be treated as a Non-Qualified Stock Option for all purposes.
5.3
Exercise Price. The Administrator shall establish the exercise price of each Option and specify the exercise
price in the applicable Award Agreement. The exercise price shall be not less than 100% of the Fair Market Value on the date the Option
is granted. In the case of an Incentive Stock Option granted to an employee who, at the time of grant of the Option, owns (or is treated
as owning under Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of the Company (or
a “parent corporation” or “subsidiary corporation” thereof within the meaning of Sections 424(e) or 424(f) of
the Code, respectively), the per share exercise price shall be no less than 110% of the Fair Market Value on the date the Option is granted.
5.4
Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions
as the Administrator may specify in the applicable Award Agreement, provided that the term of any Option shall not exceed ten years.
In the case of an Incentive Stock Option granted to an employee who, at the time of grant of the Option, owns (or is treated as owning
under Section 424 of the Code) stock representing more than 10% of the voting power of all classes of stock of the Company (or a “parent
corporation” or “subsidiary corporation” thereof within the meaning of Sections 424(e) or 424(f) of the Code, respectively),
the term of the Option shall not exceed five years.
5.5
Exercise of Option; Notification of Disposition. Options may be exercised by delivery to the Company of a
written notice of exercise, in a form approved by the Administrator (which may be an electronic form), signed by the person authorized
to exercise the Option, together with payment in full (i) as specified in Section 5.6 hereof for the number of shares for which the
Option is exercised and (ii) as specified in Section 9.5 hereof for any applicable withholding taxes. Unless otherwise determined by the
Administrator, an Option may not be exercised for a fraction of a share of Common Stock. If an Option is designated as an Incentive Stock
Option, the Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Common Stock acquired
from the Option if such disposition or transfer is made (i) within two years from the grant date with respect to such Option or (ii) within
one year after the transfer of such shares to the Participant (other than any such disposition made in connection with a Change in Control).
Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption
of indebtedness or other consideration, by the Participant in such disposition or other transfer.
5.6
Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall
be paid for in cash or by check, payable to the order of the Company, or, to the extent permitted by the Administrator, by:
(a)
(A) delivery of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to
the Company sufficient funds to pay the exercise price and any required tax withholding, or (B) delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash
or a check sufficient to pay the exercise price and any required tax withholding;
(b)
delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair
Market Value, provided (A) such method of payment is then permitted under Applicable Laws, (B) such Common Stock, if acquired directly
from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Company at any time,
and (C) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;
(c)
surrendering shares of Common Stock then issuable upon exercise of the Option valued at their Fair Market Value on the date
of exercise;
(d)
delivery of a promissory note of the Participant to the Company on terms determined by the Administrator;
(e)
delivery of property of any other kind which constitutes good and valuable consideration as determined by the Administrator;
or
(f)
any combination of the above permitted forms of payment (including cash or check).
5.7
Early Exercise of Options. The Administrator may provide in the terms of an Award Agreement that the Service Provider
may exercise an Option in whole or in part prior to the full vesting of the Option in exchange for unvested shares of Restricted Stock
with respect to any unvested portion of the Option so exercised. Shares of Restricted Stock acquired upon the exercise of any unvested
portion of an Option shall be subject to such terms and conditions as the Administrator shall determine.
6.
Restricted Stock; Restricted Stock Units.
6.1
General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service
Provider, subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula
price from the Participant (or to require forfeiture of such shares if issued at no cost) in the event that conditions specified by the
Administrator in the applicable Award Agreement are not satisfied prior to the end of the applicable restriction period or periods established
by the Administrator for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be
subject to vesting and forfeiture conditions during applicable restriction period or periods, as set forth in an applicable Award Agreement.
6.2
Terms and Conditions for All Restricted Stock and Restricted Stock Unit Awards. The Administrator shall determine
and set forth in the applicable Award Agreement the terms and conditions applicable to each Restricted Stock and Restricted Stock Unit
Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, in each case, if any.
6.3
Additional Provisions Relating to Restricted Stock.
(a)
Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with
respect to such shares to the extent such dividends have a record date that is on or after the date on which the Participant to whom such
shares of Restricted Stock are granted becomes the record holder of such shares of Restricted Stock, unless otherwise provided by the
Administrator in the applicable Award Agreement. In addition, unless otherwise provided by the Administrator, if any dividends or distributions
are paid in shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend,
the shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted
Stock with respect to which they were paid. Each dividend payment will be made as provided in the applicable Award Agreement, but in no
event later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the
15th day of the third month following the later of (A) the date the dividends are paid to stockholders of that class of stock, and (B)
the date the dividends are no longer subject to forfeiture.
(b)
Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted
Stock be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee).
6.4
Additional Provisions Relating to Restricted Stock Units.
(a)
Settlement. Upon the vesting of a Restricted Stock Unit, the Participant shall be entitled to receive from the Company
one share of Common Stock or an amount of cash or other property equal to the Fair Market Value of one share of Common Stock on the settlement
date, as the Administrator shall determine and as provided in the applicable Award Agreement. The Administrator may provide that settlement
of Restricted Stock Units shall occur upon or as soon as reasonably practicable after the vesting of the Restricted Stock Units or shall
instead be deferred, on a mandatory basis or at the election of the Participant, in a manner that complies with Section 409A.
(b)
Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units unless and until
shares are delivered in settlement thereof.
(c)
Dividend Equivalents. To the extent provided by the Administrator, a grant of Restricted Stock Units may provide
a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for
the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability
as the Restricted Stock Units with respect to which the Dividend Equivalents are paid, as determined by the Administrator, subject, in
each case, to such terms and conditions as the Administrator shall establish and set forth in the applicable Award Agreement.
7.
Other Stock-Based Awards.
Other Stock-Based Awards may
be granted hereunder to Participants, including, without limitation, Awards entitling Participants to receive shares of Common Stock to
be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards
granted under the Plan, as stand-alone payments and/or as payment in lieu of compensation to which a Participant is otherwise entitled.
Other Stock-Based Awards may be paid in shares of Common Stock, cash or other property, as the Administrator shall determine. Subject
to the provisions of the Plan, the Administrator shall determine the terms and conditions of each Other Stock-Based Award, including any
purchase price, transfer restrictions, vesting conditions and other terms and conditions applicable thereto, which shall be set forth
in the applicable Award Agreement.
8.
Adjustments for Changes in Common Stock and Certain Other Events.
8.1
In the event that the Administrator determines that any dividend or other distribution (whether in the form of cash, Common
Stock, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange
of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities
of the Company, or other similar corporate transaction or event, as determined by the Administrator, affects the Common Stock such that
an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended by the Company to be made available under the Plan or with respect to any Award, then the Administrator may, in such
manner as it may deem equitable, adjust any or all of:
(a)
the number and kind of shares of Common Stock (or other securities or property) with respect to which Awards may be granted
or awarded (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares
which may be issued);
(b)
the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards;
(c)
the grant or exercise price with respect to any Award; and
(d)
the terms and conditions of any Awards (including, without limitation, any applicable financial or other performance “targets”
specified in an Award Agreement).
8.2
In the event of any transaction or event described in Section 8.1 hereof (including without limitation any Change in Control)
or any unusual or nonrecurring transaction or event affecting the Company or the financial statements of the Company, or any change in
any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms
of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s
request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action
is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be
made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event
or (z) give effect to such changes in Applicable Laws or accounting principles:
(a)
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value
equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of
the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have
been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in
any case, is equal to or less than zero, then the vested portion of such Award may be terminated without payment;
(b)
To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;
(c)
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall
be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases, as determined by the Administrator;
(d)
To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding
Awards, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards
which may be granted in the future;
(e)
To replace such Award with other rights or property selected by the Administrator; and/or
(f)
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.
8.3
In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section
8, the Administrator will equitably adjust each outstanding Award, which adjustments may include adjustments to the number and type of
securities subject to each outstanding Award and/or the exercise price or grant price thereof, if applicable, the grant of new Awards
to Participants, and/or the making of a cash payment to Participants, as the Administrator deems appropriate to reflect such Equity Restructuring.
The adjustments provided under this Section 8.3 shall be nondiscretionary and shall be final and binding on the affected Participant and
the Company; provided that whether an adjustment is equitable shall be determined by the Administrator.
8.4
In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other
distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common
Stock or the share price of the Common Stock, including any Equity Restructuring, for reasons of administrative convenience the Administrator
may refuse to permit the exercise of any Award during a period of up to 30 days prior to the consummation of any such transaction.
8.5
Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no Participant shall
have any rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend, any increase
or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or
any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance
by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Common Stock subject to an Award or the grant or exercise price
of any Award. The existence of the Plan, any Award Agreements and the Awards granted hereunder shall not affect or restrict in any way
the right or power of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets
or (iii) any sale or issuance of securities, including without limitation, securities with rights superior to those of the Common Stock
or which are convertible into or exchangeable for Common Stock. The Administrator may treat Participants and Awards (or portions thereof)
differently under this Section 8.
9.
General Provisions Applicable to Awards.
9.1
Transferability. Except as the Administrator may otherwise determine or provide in an Award Agreement or otherwise,
in any case in accordance with Applicable Laws, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the
person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and,
during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant
in the context, shall include references to authorized transferees.
9.2
Documentation. Each Award shall be evidenced in an Award Agreement, which may be in such form (written, electronic
or otherwise) as the Administrator shall determine. Each Award may contain terms and conditions in addition to those set forth in the
Plan.
9.3
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation
to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants
or Awards (or portions thereof) uniformly.
9.4
Termination of Status. The Administrator shall determine the effect on an Award of the disability, death,
retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status and the
extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or
Designated Beneficiary may exercise rights under the Award, if applicable.
9.5
Withholding. Each Participant shall pay to the Company, or make provision satisfactory to the Administrator
for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event
creating the tax liability. Except as the Administrator may otherwise determine, all such payments shall be made in cash or by certified
check. Notwithstanding the foregoing, to the extent permitted by the Administrator, Participants may satisfy such tax obligations in whole
or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their
Fair Market Value. The Company may, to the extent permitted by Applicable Laws, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.
9.6
Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including but
not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and
converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action shall be required
unless (i) the Administrator determines that the action, taking into account any related action, would not materially and adversely affect
the Participant, or (ii) the change is permitted under Section 8 and 10.6 hereof.
9.7
Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant
to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have
been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations
or agreements as the Administrator deems necessary or appropriate to satisfy the requirements of any Applicable Laws. The inability of
the Company to obtain authority from any regulatory body having jurisdiction, which authority is determined by the Administrator to be
necessary to the lawful issuance and sale of any securities 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.
9.8
Acceleration. The Administrator may at any time provide that any Award shall become immediately vested and/or
exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case
may be.
10.
Miscellaneous.
10.1
No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and
the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with
the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan or any Award, except as expressly provided in an applicable Award Agreement.
10.2
No Rights As Stockholder; Certificates. Subject to the provisions of the applicable Award Agreement, no Participant
or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect
to an Award until becoming the record holder of such shares. Notwithstanding any other provision of the Plan, unless otherwise determined
by the Administrator or required by any Applicable Laws, the Company shall not be required to deliver to any Participant certificates
evidencing shares of Common Stock issued in connection with any Award and instead such shares of Common Stock may be recorded in the books
of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on any stock certificates
issued under the Plan deemed necessary or appropriate by the Administrator in order to comply with Applicable Laws.
10.3
Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the
Board. No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the date on which the
Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted
may extend beyond that date in accordance with the terms of the Plan.
10.4
Amendment of Plan. The Administrator may amend, suspend or terminate the Plan or any portion thereof at any
time; provided that no amendment of the Plan shall materially and adversely affect any Award outstanding at the time of such amendment
without the consent of the affected Participant. Awards outstanding under the Plan at the time of any suspension or termination of the
Plan shall continue to be governed in accordance with the terms of the Plan and the applicable Award Agreement, as in effect prior to
such suspension or termination. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary to comply with
Applicable Laws.
10.5
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign
nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.
10.6
Section 409A.
(a)
General. The Company intends that all Awards be structured in compliance with, or to satisfy an exemption from, Section
409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply in connection with any Awards. Notwithstanding
anything herein or in any Award Agreement to the contrary, the Administrator may, without a Participant’s prior consent, amend this
Plan and/or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and actions with
retroactive effect) as are necessary or appropriate to preserve the intended tax treatment of Awards under the Plan, including without
limitation, any such actions intended to (A) exempt this Plan and/or any Award from the application of Section 409A, and/or
(B) comply with the requirements of Section 409A, including without limitation any such regulations, guidance, compliance programs
and other interpretative authority that may be issued after the date of grant of any Award. The Company makes no representations or warranties
as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 10.6 or
otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A
with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits
under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition
of taxes, penalties and/or interest under Section 409A.
(b)
Separation from Service. With respect to any Award that constitutes “nonqualified deferred compensation”
under Section 409A, any payment or settlement of such Award that is to be made upon a termination of a Participant’s Service Provider
relationship shall, to the extent necessary to avoid the imposition of taxes under Section 409A, be made only upon the Participant’s
“separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs
upon or subsequent to the termination of the Participant’s Service Provider relationship. For purposes of any such provision of
this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.”
(c)
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement,
any payment(s) of “nonqualified deferred compensation” that are otherwise required to be made under an Award to a “specified
employee” (as defined under Section 409A and determined by the Administrator) as a result of his or her “separation from service”
shall, to the extent necessary to avoid the imposition of taxes under Code Section 409A(a)(2)(B)(i), be delayed until the expiration of
the six-month period immediately following such “separation from service” (or, if earlier, until the date of death of the
specified employee) and shall instead be paid (in a manner set forth in the Award agreement) on the day that immediately follows the end
of such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified
deferred compensation” under such Award that are, by their terms, payable more than six months following the Participant’s
“separation from service” shall be paid at the time or times such payments are otherwise scheduled to be made.
10.7
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer,
other employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person
for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, nor will such individual be personally liable
with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as an Administrator, director,
officer, other employee or agent of the Company. The Company will indemnify and hold harmless each director, officer, other employee and
agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be granted
or delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim
with the Administrator’s approval) arising out of any act or omission to act concerning this Plan unless arising out of such person’s
own fraud or bad faith.
10.8
Lock-Up Period. Participants shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company
held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of
Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of any registration statement of
the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate
regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and
opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto).
Participants shall execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are
consistent with the foregoing or which are necessary to give further effect thereto. The obligations described in this Section 10.8 shall
not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated
in the future, or a registration relating solely to a Securities and Exchange Commission Rule 145 transaction on Form S-4 or similar forms
that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or
other securities) subject to the foregoing restriction until the end of said 180 day (or other) period.
10.9
Limitations on Transfer. A Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose
of, by operation of law or otherwise (collectively “Transfer”) any interest in any shares of Common Stock held by Participant
except in compliance with the provisions herein, in the Company’s Bylaws and applicable securities laws. Furthermore, the shares
of Common Stock shall be subject to a right of first refusal in favor of the Company or its assignees as set forth in the Company’s
Bylaws. Notwithstanding the foregoing, Participant may, subject to compliance with the transfer restrictions set forth in the Company’s
Bylaws, transfer shares of Common Stock to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren
and any other relatives approved by the Board of Directors (collectively, “Approved Relatives”) or to a trust established
solely for the benefit of the Participant and/or Approved Relatives, provided that such shares of Common Stock shall remain subject
to the provisions of this Plan and any other applicable agreements, and such permitted transferee shall, as a condition to such transfer,
deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this
Plan and any other applicable agreements. The Company shall not be required (a) to transfer on its books any of the shares of Common Stock
that have been sold or otherwise transferred in violation of any of the provisions of this Plan, any other applicable agreement or the
provisions of the Company’s Bylaws or (b) to treat as owner of such shares of Common Stock or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom any such shares of Common Stock shall have been so sold or transferred.
10.10
Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among, as applicable,
the Company and its subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing the Participant’s
participation in the Plan. The Company and its subsidiaries and affiliates may hold certain personal information about a Participant,
including but not limited to, the Participant’s name, home address and telephone number, date of birth, social security or insurance
number or other identification number, salary, nationality, job title(s), any shares of stock held in the Company or any of its subsidiaries
and affiliates, details of all Awards, in each case, for the purpose of implementing, managing and administering the Plan and Awards (the
“Data”). The Company and its subsidiaries and affiliates may transfer the Data amongst themselves as necessary for
the purpose of implementation, administration and management of a Participant’s participation in the Plan, and the Company and its
subsidiaries and affiliates may each further transfer the Data to any third parties assisting the Company in the implementation, administration
and management of the Plan. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s
country may have different data privacy laws and protections than the recipients’ country. Through acceptance of an Award, each
Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such
Data as may be required to a broker or other third party with whom the Company or the Participant may elect to deposit any shares of Common
Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Participant’s
participation in the Plan. A Participant may, at any time, view the Data held by the Company with respect to such Participant, request
additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections
to the Data with respect to the Participant or refuse or withdraw the consents herein in writing, in any case without cost, by contacting
his or her local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in
the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws his or
her consents as described herein. For more information on the consequences of refusal to consent or withdrawal of consent, Participants
may contact their local human resources representative.
10.11
Severability. In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.
10.12
Governing Documents. In the event of any contradiction between the Plan and any Award Agreement or any other written
agreement between a Participant and the Company or any subsidiary of the Company that has been approved by the Administrator, the terms
of the Plan shall govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision
of the Plan shall not apply.
10.13
Submission to Jurisdiction; Waiver of Jury Trial. By accepting an Award, each Participant irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and of the United States of America,
in each case located in the Commonwealth of Massachusetts , for any action arising out of or relating to the Plan (and agrees not to commence
any litigation relating thereto except in such courts), and further agrees that service of any process, summons, notice or document by
U.S. registered mail to the address contained in the records of the Company shall be effective service of process for any litigation brought
against it in any such court. By accepting an Award, each Participant irrevocably and unconditionally waives any objection to the laying
of venue of any litigation arising out of Plan or Award hereunder in the courts of the Commonwealth of Massachusetts or the United States
of America, in each case located in the Commonwealth of Massachusetts , and further irrevocably and unconditionally waives and agrees
not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient forum.
By accepting an Award, each Participant irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any
and all rights to trial by jury in connection with any litigation arising out of or relating to the Plan or any Award hereunder.
10.14
Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance
with the laws of the State of Delaware, disregarding choice-of-law principles of the law of any state that would require the application
of the laws of a jurisdiction other than such state.
10.15
Restrictions on Shares; Claw-back Provisions. Shares of Common Stock acquired in respect of Awards shall be subject
to such terms and conditions as the Administrator shall determine, including, without limitation, restrictions on the transferability
of shares of Common Stock, the right of the Company to repurchase shares of Common Stock, the right of the Company to require that shares
of Common Stock be transferred in the event of certain transactions, tag-along rights, bring-along rights, redemption and co-sale rights
and voting requirements. Such terms and conditions may be additional to those contained in the Plan and may, as determined by the Administrator,
be contained in the applicable Award Agreement or in an exercise notice, stockholders’ agreement or in such other agreement as the
Administrator shall determine, in each case in a form determined by the Administrator. The issuance of such shares of Common Stock shall
be conditioned on the Participant’s consent to such terms and conditions and the Participant’s entering into such agreement
or agreements. All Awards (including any proceeds, gains or other economic benefit actually or constructively received by Participant
upon any receipt or exercise of any Award or upon the receipt or resale of any shares of Common Stock underlying the Award) shall be subject
to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply
with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder,
to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.
10.16
Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and,
in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
10.17
Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary
with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan and
all Awards granted hereunder shall be administered only in such a manner as to conform to such laws, rules and regulations. To the extent
permitted by Applicable Laws, the Plan and all Award Agreements shall be deemed amended to the extent necessary to conform to such laws,
rules and regulations.
11.
Definitions. As used in the Plan, the following words
and phrases shall have the following meanings:
11.1
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority
under the Plan have been delegated to such Committee.
11.2
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under
U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or
quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction
where Awards are granted or issued under the Plan.
11.3
“Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted
Stock Units or Other Stock-Based Awards.
11.4
“Award Agreement” means a written agreement evidencing an Award, which agreements may be in electronic
medium and shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with and
subject to the terms and conditions of the Plan.
11.5
“Board” means the Board of Directors of the Company.
11.6
“Change in Control” means (i) a merger or consolidation of the Company with or into any other corporation
or other entity or person, (ii) a sale, lease, exchange or other transfer in one transaction or a series of related transactions of all
or substantially all of the Company’s assets, or (iii) any other transaction, including the sale by the Company of new shares of
its capital stock or a transfer of existing shares of capital stock of the Company, the result of which is that a third party that is
not an affiliate of the Company or its stockholders (or a group of third parties not affiliated with the Company or its stockholders)
immediately prior to such transaction acquires or holds capital stock of the Company representing a majority of the Company’s outstanding
voting power immediately following such transaction; provided that the following events shall not constitute a “Change in
Control”: (A) a transaction (other than a sale of all or substantially all of the Company’s assets) in which the holders of
the voting securities of the Company immediately prior to the merger or consolidation hold, directly or indirectly, at least a majority
of the voting securities in the successor corporation or its parent immediately after the merger or consolidation; (B) a sale, lease,
exchange or other transaction in one transaction or a series of related transactions of all or substantially all of the Company’s
assets to an affiliate of the Company; (C) an initial public offering of any of the Company’s securities; (D) a reincorporation
of the Company solely to change its jurisdiction; or (E) a transaction undertaken for the primary purpose of creating a holding company
that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such
transaction. Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any
Award that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must
also constitute a “change in control event” (as defined in Treasury Regulation §1.409A-3(i)(5)) in order to give rise
to the payment or settlement event for such Award, to the extent required by Section 409A.
11.7
“Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
11.8
“Committee” means one or more committees or subcommittees of the Board, which may be comprised of one
or more directors and/or executive officers of the Company, in either case, to the extent permitted in accordance with Applicable Laws.
11.9
“Common Stock” means the common stock of the Company.
11.10
“Company” means Spectaire Inc., a Delaware corporation, or any successor thereto. Except where the context
otherwise requires, the term “Company” includes any of the Company’s present or future parent or subsidiary corporations
as defined in Sections 424(e) or (f) of the Code and any other business venture (including, without limitation, joint venture
or limited liability company) in which the Company has a significant interest, as determined by the Administrator.
11.11
“Consultant” means any person, including any advisor, engaged by the Company or a parent or subsidiary
of the Company to render services to such entity if: (i) the consultant or adviser renders bona fide services to the Company;
(ii) the services rendered by the consultant or advisor are not in connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) the consultant
or advisor is a natural person, or such other advisor or consultant as is approved by the Administrator.
11.12
“Designated Beneficiary” means the beneficiary or beneficiaries designated, in a manner determined by
the Administrator, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s
death or incapacity In the absence of an effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s
estate.
11.13
“Director” means a member of the Board.
11.14
“Disability” means a permanent and total disability within the meaning of Section 22(e)(3) of the Code,
as it may be amended from time to time.
11.15
“Dividend Equivalents” means a right granted to a Participant pursuant to Section 6.4(c) hereof to receive
the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock.
11.16
“Employee” means any person, including officers and Directors, employed by the Company (within the meaning
of Section 3401(c) of the Code) or any parent or subsidiary of the Company.
11.17
“Equity Restructuring” means, as determined by the Administrator, a non-reciprocal transaction between
the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash
dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities
of the Company) and causes a change in the per share value of the Common Stock underlying outstanding Awards.
11.18
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
11.19
“Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if
the Common Stock is listed on any established stock exchange, its Fair Market Value shall be the closing sales price for such Common Stock
as quoted on such exchange for such date, or if no sale occurred on such date, the first market trading day immediately prior to such
date during which a sale occurred, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the last
sales price on such date, or if no sales occurred on such date, then on the date immediately prior to such date on which sales prices
are 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, the Fair Market Value thereof shall be determined by the Administrator in its sole
discretion.
11.20
“Incentive Stock Option” means an “incentive stock option” as defined in Section 422
of the Code.
11.21
“Non-Qualified Stock Option” means an Option that is not intended to be or otherwise does not qualify
as an Incentive Stock Option.
11.22
“Option” means an option to purchase Common Stock.
11.23
“Other Stock-Based Awards” means other Awards of shares of Common Stock, and other Awards that are valued
in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property.
11.24
“Participant” means a Service Provider who has been granted an Award under the Plan.
11.25
“Plan” means this 2022 Equity Incentive Plan.
11.26
“Publicly Listed Company” means that the Company or its successor (i) is required to file periodic reports
pursuant to Section 12 of the Exchange Act and (ii) the Common Stock is listed on one or more National Securities Exchanges (within the
meaning of the Exchange Act) or is quoted on NASDAQ or a successor quotation system.
11.27
“Restricted Stock” means Common Stock awarded to a Participant pursuant to Section 6 hereof that is subject
to certain vesting conditions and other restrictions.
11.28
“Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date,
one share of Common Stock or an amount in cash or other consideration determined by the Administrator equal to the value thereof as of
such payment date, which right may be subject to certain vesting conditions and other restrictions.
11.29
“Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and
other interpretative authority thereunder.
11.30
“Securities Act” means the Securities Act of 1933, as amended from time to time.
11.31
“Service Provider” means an Employee, Consultant or Director.
11.32
“Termination of Service” means the date the Participant ceases to be a Service Provider.
* * * * *
SPECTAIRE INC.
2022 EQUITY INCENTIVE PLAN
CALIFORNIA SUPPLEMENT
This supplement is intended
to satisfy the requirements of Section 25102(o) of the California Corporations Code and the regulations issued thereunder (“Section
25102(o)”). Notwithstanding anything to the contrary contained in the Plan and except as otherwise determined by the Administrator,
the provisions set forth in this supplement shall apply to all Awards granted under the Plan to a Participant who is a resident of the
State of California on the date of grant (a “California Participant”) and which are intended to be exempt from registration
in California pursuant to Section 25102(o), and otherwise to the extent required to comply with applicable law (but only to such extent).
Definitions in the Plan are applicable to this supplement.
1.
Limitation On Securities Issuable Under Plan. The amount
of securities issued pursuant to the Plan shall not exceed the amounts permitted under Section 260.140.45 of the California code of regulations
to the extent applicable.
2.
Additional Limitations For Grants. The terms of all
Awards shall comply, to the extent applicable, with Sections 260.140.41 and 260.140.42 of the California Code of Regulations.
3.
Additional Requirement To Provide Information To California Participants.
The Company shall provide to each California Participant, not less frequently than annually, copies of annual financial statements
(which need not be audited). The Company shall not be required to provide such statements to key persons whose duties in connection with
the Company assure their access to equivalent information. In addition, this information requirement shall not apply to any plan or agreement
that complies with all conditions of Rule 701 of the Securities Act (“Rule 701”); provided that for purposes
of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined
in Rule 701.
* * * * *
CS-1
Exhibit 99.4
SPECTAIRE
INC.
2022
EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
Pursuant to the award summary
tab (the “Grant Notice”) on the website to which this Restricted Stock Unit Agreement (this “Agreement”)
is associated, Spectaire Inc., a Delaware corporation (the “Company”), has granted to the individual set forth in the
Grant Notice (the “Participant”) that number of Restricted Stock Units (as defined in the Plan (as defined below) (the
“RSUs”) set forth in the Grant Notice under the Company’s 2022 Equity Incentive Plan, as may be amended from
time to time (the “Plan”). By his or her electronic acceptance of the RSUs on the Grant Notice, the Participant agrees
to be bound by the terms and conditions of the Plan, this Agreement and the Grant Notice. The Participant has reviewed this Agreement,
the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the RSUs and
fully understands the provisions of the Grant Notice, this Agreement and the Plan. The Participant hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, the
Grant Notice or this Agreement.
1.
General.
1.1
Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan or the Grant
Notice.
1.2
Incorporation of Terms. This grant of RSUs is subject to the terms and conditions of the Plan and the Grant Notice, each
of which is incorporated herein by reference. In the event of any inconsistency between this Agreement or the Grant Notice and the Plan,
the terms of the Plan shall control.
1.3
Grant of RSUs. In consideration of the Participant’s past and/or continuous service as a Service Provider, and for
other good and valuable consideration, effective as of the grant date set forth in the Grant Notice (the “Grant Date”),
the Company irrevocably grants to the Participant the RSUs, upon the terms and conditions set forth in the Plan and this Agreement. Each
RSU represents the right to receive payment, in accordance with Section 2 below, of one shares of Common Stock. Unless and until an RSU
vests, the Participant will have no right to settlement in respect of any such RSU. Prior to actual settlement in respect of any vested
RSU, such RSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
2.
Settlement. Within sixty (60) days following each Vesting Date or, if the Liquidity Event Requirement is satisfied upon
the Public Trading Date and the Vesting Date occurs prior to the expiration of any applicable Lock-Up Period (as defined below), no later
than the earlier to occur of (i) the tenth (10th) trading day following the expiration of applicable Lock-Up Period, or (ii)
March 15 of the year following the year in which the Vesting Date occurs, in any case, the Company shall deliver one share of Common Stock
with respect to each RSU that vests on such Vesting Date. For purposes hereof, “Lock-Up Period” means the period (if
any) immediately following the Public Trading Date during which the Participant is prohibited from, directly or indirectly, selling or
otherwise transferring any shares of Common Stock or other securities of the Company.
3.
Vesting and Forfeiture.
3.1
Subject to Section 3.2 below, the RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice except
that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. Notwithstanding
the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable
Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance
with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition
of taxes under Section 409A.
3.2
Notwithstanding the foregoing, (i) in the event the Participant experiences a Termination of Service for any reason, all RSUs that
have not vested on or prior to the date of such Termination of Service shall be forfeited by the Participant as of the date of such termination
without any payment of consideration therefor, unless otherwise determined by the Administrator, and (ii) all RSUs that have not vested
on or prior to the Expiration Date shall be forfeited by the Participant as of the Expiration Date (to the extent not forfeited previously)
without any payment of consideration therefor.
4.
Tax Withholding. The Company and its Subsidiaries shall have the authority and the right to deduct or withhold, or to require
the Participant to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy all applicable federal, state and
local taxes required by law to be withheld with respect to any taxable event arising in connection with the RSUs and/or the shares of
Common Stock. Except as the Administrator may otherwise determine, all such payments shall be made in cash or by certified check. Notwithstanding
the foregoing, to the extent permitted by the Administrator, the Participant may satisfy such tax obligations in whole or in part by delivery
of shares of Common Stock, including by reducing the number of shares issuable to the Participant in respect of the RSUs, valued at their
Fair Market Value. The Company shall not be obligated to deliver shares of Common Stock (whether in book entry or certificated form) to
the Participant or the Participant’s legal representative unless the Participant shall have paid or otherwise satisfied in full
the amount of all federal, state and local withholding taxes applicable to the taxable income of the Participant arising in connection
with the RSUs.
5.
Other Provisions.
5.1
Restrictive Legends and Stop-Transfer Orders.
(a)
The Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities,
it may make appropriate notations to the same effect in its own records.
(b)
The Company shall not be required: (i) to transfer on its books any shares of Common Stock that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement, or (ii) to treat as owner of such shares of Common Stock or to accord
the right to vote or pay dividends to any purchaser or other transferee to whom such shares of Common Stock shall have been so transferred.
5.2
Notices. Any notice, demand or request required or permitted to be given by either the Company or the Participant pursuant
to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail,
as certified or registered mail, with postage prepaid, to the address of the Participant shown on the records of the Company, and to the
Company at its principal executive office or such other address as a party may request by notifying the other in writing or when delivered
by facsimile telecommunication or electronic mail to the facsimile number or electronic mail address set forth in the Grant Notice or
such other facsimile number or electronic mail address as a party may request by notifying the other in writing. Subject to the limitations
set forth in Section 232(e) of the General Corporation Law of the State of Delaware (the “DGCL”), the Participant consents
to the delivery of any notice to the Participant given by the Company under the DGCL or the Company’s certificate of incorporation
or bylaws by (i) facsimile telecommunication to the facsimile number set forth in the Grant Notice (or to any other facsimile number for
the Participant in the Company’s records), (ii) electronic mail to the electronic mail address set forth in the Grant Notice (or
to any other electronic mail address for the Participant in the Company’s records), (iii) posting on an electronic network together
with separate notice to the Participant of such specific posting or (iv) any other form of electronic transmission (as defined in the
DGCL) directed to the Participant. This consent may be revoked by the Participant by written notice to the Company and may be deemed revoked
in the circumstances specified in Section 232 of the DGCL.
5.3
Rights as Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of
the rights or privileges of a stockholder of the Company in respect of any shares of Common Stock that may become deliverable hereunder
unless and until, as applicable, certificates representing such shares of Common Stock shall have been issued, recorded on the records
of the Company or its transfer agents or registrars, and delivered in certificate or book entry form to the Participant or any person
claiming under or through the Participant.
5.4
Limitations on Transfer. Except as to the limited extent provided in Section 4 above and except as may be expressly
determined by the Administrator in accordance with Section 9.1 of the Plan, neither the RSUs nor any interest or right therein may be
transferred in any manner except by will or by the laws of descent or distribution. The terms of this Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of the Participant.
5.5
Certain Incorporations. Without limiting the generality of any other provision hereof, Sections 9.1 (“Transferability”),
9.7 (“Conditions on Delivery of Stock”), 10.8 (“Lock-Up Period”), 10.9 (“Limitations on
Transfer”), and 10.15 (“Restrictions on Shares; Claw-back Provisions”) of the Plan are hereby expressly incorporated
into this Agreement as if first set forth herein and applicable to the RSUs and any Shares issued upon the vesting thereof.
5.6
No Effect on Service Provider Status. This Agreement is not an employment or service contract. Nothing in the Plan, the
Grant Notice or this Agreement shall create any obligation on the Participant’s part to continue as a Service Provider or of the
Company or any of its subsidiaries to continue the Participant’s status as a Service Provider (in any form). The Company and its
subsidiaries (as applicable) shall have the rights, which are hereby expressly reserved, to terminate or change the terms of services
of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in
a written agreement between the Company (or its subsidiary) and the Participant.
5.7
Investment Representations. The Participant hereby represents, warrants, covenants, acknowledges and agrees on behalf of
the Participant and his or her spouse or domestic partner, if applicable, that (i) the Participant is holding the RSUs for the Participant’s
own account, and not for the account of any other person, and (ii) the Participant is holding the RSUs for investment and not with a view
to distribution or resale thereof except in compliance with Applicable Laws regulating securities. The Participant further acknowledges
and agrees that if the Company is not a Publicly Listed Company at the time the RSUs are settled, the Participant will sign an investment
representation statement in a form provided to the Participant by the Company.
5.8
Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences in connection with
the RSUs granted pursuant to this Agreement. The Participant represents that the Participant has consulted with any tax consultants that
the Participant deems advisable in connection with the RSUs and that Participant is not relying on the Company for tax advice. The Participant
is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands
that the Participant (and not the Company) shall be responsible for the Participant’s tax liability that may arise as a result of
this investment or the transactions contemplated by this Agreement.
5.9
Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended
or otherwise modified, suspended or terminated at any time or from time to time by the Administrator.
5.10
Adjustments. The Participant acknowledges that the RSUs are subject to modification and termination in certain events as
provided in this Agreement and Section 8 of the Plan.
5.11
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction
of this Agreement.
5.12
Submission to Jurisdiction; Waiver of Jury Trial. By the Participant’s electronic acceptance of the RSUs, the Participant
irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and
of the United States of America, in each case located in the Commonwealth of Massachusetts, for any action arising out of or relating
to the Plan and the RSUs (and agrees not to commence any litigation relating thereto except in such courts), and further agrees that service
of any process, summons, notice or document by U.S. registered mail to the address contained in the records of the Company shall be effective
service of process for any litigation brought against it in any such court. By accepting the RSUs, the Participant irrevocably and unconditionally
waives any objection to the laying of venue of any litigation arising out of Plan or the RSUs in the courts of the Commonwealth of Massachusetts
or the United States of America, in each case located in the Commonwealth of Massachusetts, and further irrevocably and unconditionally
waives and agrees not to plead or claim in any such court that any such litigation brought in any such court has been brought in an inconvenient
forum. By accepting the RSUs, the Participant irrevocably and unconditionally waives, to the fullest extent permitted by applicable law,
any and all rights to trial by jury in connection with any litigation arising out of or relating to the Plan or the RSUs.
5.13
Governing Law; Severability. This Agreement shall be administered, interpreted and enforced under the laws of the State
of Delaware, without regard to the conflicts of law principles thereof. Should any provision of this Agreement be determined by a court
of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
5.14
Conformity to Securities Laws. The Participant acknowledges that the Plan is intended to conform to the extent necessary
with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and
Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan and
the RSUs shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To
the extent permitted by Applicable Laws, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.
5.15
Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and
this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein
set forth, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.
5.16
Stock Ownership Threshold Requirements. If the Company is a party to any agreement that requires the Company to cause, or
to use reasonable efforts to cause, stockholders who surpass a specified stock ownership threshold become a party to such agreement, and
if, by reason of settlement of the RSUs or otherwise, the Participant holds a number of shares of Common Stock that, when combined with
any other shares of capital stock of the Company, surpass the specified stock ownership threshold (treating for this purpose all shares
of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or
converted), as a condition to the settlement of the RSUs and as evidenced by the Participant’s electronic acceptance of the RSUs
set forth on the Grant Notice, the Participant hereby agrees to abide by, be bound by and subject to all of the terms and conditions of
all such agreements to which the Company is a party, including without limitation, all such (i) right of first refusal and co-sale agreements,
(ii) voting agreements and (iii) stockholder agreements, as each may be amended from time to time (collectively, the “Stock Ownership
Threshold Agreements”). Upon written request, the Participant will be provided with copies of any Stock Ownership Threshold
Agreements prior to the settlement of the RSUs.
5.17
Entire Agreement. The Plan, the Grant Notice, this Agreement and any written employment agreement (including an offer letter)
between the Participant and the Company providing for acceleration of vesting of equity awards upon certain events constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with
respect to the subject matter hereof.
* * * * *
A-5
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Spectaire Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | |
Security Class Title | |
Fee
Calculation
Rate | |
Amount
Registere (1) | | |
Proposed
Maximum
Offering
Price Per
Share(4) | | |
Maximum Aggregate
Offering
Price | | |
Fee
Rate | | |
Amount of
Registration Fee | |
| Equity | |
Common stock, $0.0001 par value per share | |
Rule 457(c) and Rule 457(h) | |
| 8,307,288 | (2) | |
$ | 1.475 | (4) | |
$ | 12,253,249.80 | (4) | |
| 0.00014760 | | |
$ | 1,808.58 | |
| Equity | |
Common stock, $0.0001 par value per share | |
Rule 457(h) | |
| 2,568,192 | (3) | |
$ | 1.475 | (4) | |
$ | 3,788,083.20 | (4) | |
| 0.00014760 | | |
$ | 559.12 | |
| Total Offering Amounts | |
| |
| |
| | | |
| | | |
$ | 16,041,333.00 | | |
| | | |
$ | 2,367.7 | |
| Total Fee Offsets | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| - | |
| Net Fee Due | |
| |
| |
| | | |
| | | |
| | | |
| | | |
$ | 2,367.7 | |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement on Form S-8 (“Registration Statement”) also covers any additional
number of shares of common stock, $0.0001 par value per share (“Common Stock”) of Spectaire Holdings Inc. (the “Company”)
that become issuable under the Spectaire Holdings Inc. 2023 Incentive Award Plan (the “2023 Plan”) and the Spectaire Inc.
2022 Equity Incentive Plan (the “Prior Plan”) by reason of any stock splits, stock dividends or other distribution, recapitalization
or similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. |
| (2) | Represents shares of Common Stock reserved for future issuance under the 2023 Plan as of the date of this
Registration Statement, which includes (i) 5,418,117 shares of Common Stock initially reserved for issuance under the 2023 Plan, plus
(ii) 320,979 shares of Common Stock that remained available for issuance under the Prior Plan as of the effective date of the 2023 Plan,
plus (iii) 2,568,192 shares of Common Stock that may become available under the 2023 Plan upon the expiration, lapse, termination, exchange
for or settlement in cash, surrender, repurchase or cancelation of awards outstanding under the Prior Plan. |
| (3) | Represents shares of Common Stock underlying restricted stock unit awards outstanding
under the Prior Plan as of the date of this Registration Statement. |
| (4) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities
Act and based on the average of the high and low sales price per share of Common Stock on the Nasdaq Stock Market LLC on February 21,
2024. |
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