As
filed with the Securities and Exchange Commission on October 24, 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
| TRUGOLF
HOLDINGS, INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
86-3269086 |
| (State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification Number) |
60
North 1400
West
Centerville, Utah |
|
84014 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
TruGolf
Holdings, Inc. 2024 Stock Incentive Plan
(Full
title of the plans)
Christopher
(Chris) Jones
Chief
Executive Officer
TruGolf
Holdings, Inc.
60
North 1400 West Centerville
Utah
84014
(801)
298-1997
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Cavas
S. Pavri, Esq.
ArentFox
Schiff LLP
1717
K Street, NW
Washington,
DC 20006
(202)
724-6847
Facsimile:
(202) 778-6460
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 Securities Exchange Act of 1934.
(Check one):
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.
This
Registration Statement registers 1,600,000 shares of common stock of TruGolf Holdings, Inc. (the “Registrant”) to participants
in the TruGolf Holdings, Inc. 2024 Stock Incentive Plan (the “Plan”). The documents containing the information specified
in this Item 1 will be sent or given by the Registrant to participants in the Plan to which this Registration Statement relates, as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations
of the Securities and Exchange Commission (the “SEC”) and the instructions to Form S-8, such documents are not being filed
with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The written statement required by Item 2 is included in documents sent or given to participants in the plans covered
by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with
the Securities and Exchange Commission:
(a)
The Registrant’s 424(b)(3) Prospectus included in its effective Registration Statement on Form S-1 (File No. 333-277068) filed
with the Commission on October 3, 2024;
(b)
The Registrant’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2024 (filed August 14, 2024); June 30, 2024 (filed
on August 21, 2024);
(c)
The Registrant’s Current Reports on Form 8-K filed with the SEC on January 25, 2024; February 1, 2024; February 6, 2024 (as amended
on April 17, 2024); February 7, 2024; February 23, 2024; March 11, 2024; and July 18, 2024, in each case to the extent the information
in such reports is filed and not furnished.
(d)
The description of the Registrant’s common stock, par value $0.0001 per share, contained in the Registrant’s 424(b)(3) Prospectus
included in its effective Registration Statement on Form S-1 (File No. 333-277068) filed with the Commission on October 3, 2024, and
any amendment or report filed with the SEC for the purpose of updating the description.
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished
on such form that relate to such items, subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated
by reference herein and to be a part hereof from the dates of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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
145 of the Delaware General Corporation Law provides, generally, that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in
good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly
indemnify such person for expenses actually and reasonably incurred by such person in connection with the defense or settlement of any
action or suit by or in the right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which
such person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application, 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 such court shall deem proper.
The
Registrant’s Certificate of Incorporation contains provisions that eliminate the personal liability of Registrant’s directors
and certain officers for monetary damages resulting from breaches of certain fiduciary duties as a director or officer to the fullest
extent permitted by Delaware law. The Registrant’s Certificate of Incorporation and bylaws require Registrant to indemnify and
advance expenses to, to the fullest extent permitted by applicable law, its directors, officers and agents. The Registrant plans to maintain
a directors’ and officers’ insurance policy pursuant to which the Registrant’s directors and officers are insured against
liability for actions taken in their capacities as directors and officers. Finally, the Registrant’s Certificate of Incorporation
and bylaws prohibit any retroactive changes to the rights or protections or increasing the liability of any director or officer in effect
at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
In
addition, the Registrant has entered into separate indemnification agreements with its directors and officers. These agreements, among
other things, require the Registrant to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments,
fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the
Registrant’s directors or officers or any other company or enterprise to which the person provides services at the Registrant’s
request.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
*
Furnished herewith
Item
9. Undertakings.
(a)
The Registrant 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% 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) herein do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant 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 Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’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 therein, 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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange 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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 of 1933, 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 the city of Centerville, Utah, on October 24, 2024.
| TRUGOLF
HOLDINGS, INC. |
|
| (Registrant)
|
|
| |
|
|
| By: |
/s/
Christopher (Chris) Jones |
|
| |
Christopher
(Chris) Jones |
|
| |
Chief
Executive Officer |
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher (Chris) Jones
as attorney-in-fact and agent, with full power of substitution and re-substitution, to sign on his or her behalf, individually and in
any and all capacities, including the capacities stated below, 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 Securities and Exchange
Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated:
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Christopher (Chris) Jones |
|
Chief
Executive Officer Director and Interim Chief Financial Officer |
|
October
24, 2024 |
| Christopher
(Chris) Jones |
|
(Principal
Executive Officer, Interim Principal Financial Officer and Interim Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
B. Shaun Limbers |
|
Directors |
|
October
24, 2024 |
| B.
Shaun Limbers |
|
|
|
|
| |
|
|
|
|
| /s/
Humphrey P. Polanen |
|
Director |
|
October
24, 2024 |
| Humphrey
P. Polanen |
|
|
|
|
| |
|
|
|
|
| /s/
Riley Russell |
|
Director |
|
October
24, 2024 |
| Riley
Russell |
|
|
|
|
| |
|
|
|
|
| /s/
AJ Redmer |
|
Director |
|
October
24, 2024 |
| AJ
Redmer |
|
|
|
|
EXHIBIT
5.1
 |
ArentFox
Schiff LLP
1717
K Street NW
Washington,
DC 20006 |
| |
|
| |
202.857.6000
main
202.857.6395
fax |
| |
|
| |
afslaw.com |
TruGolf
Holdings, Inc.
60
North 1400 West Centerville
Utah
84014
| Re: |
Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as counsel to TruGolf Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on
Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”), registering a total of
1,600,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), issuable pursuant
to the TruGolf Holdings, Inc. 2024 Stock Incentive Plan (the “Plan”).
In
rendering this opinion, we have examined: (i) the Certificate of Incorporation and By-laws of the Company, as filed in the Registration
Statement; (ii) the Registration Statement; (iii) the Plan, and (iii) such statutory provisions, certificates and other documents as
we have deemed appropriate or necessary as a basis for the opinions hereinafter expressed. We have also examined such other documents
and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect
to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the
originals of those latter documents.
Based
upon the foregoing and in reliance thereon, it is our opinion that, as of the date hereof, the Shares to be issued under the Plan have
been duly authorized by all necessary corporate action of the Company, and, upon the issuance and delivery of, and payment for, the Shares
in the manner contemplated by the Plan and assuming the Company completes all actions and proceedings required on its part to be taken
prior to the issuance and delivery of the Shares pursuant to the terms of the Plan, including, without limitation, collection of required
payment for the Shares, if applicable, the Shares will be validly issued, fully paid and non-assessable.
Smart
In
Your
World®
|
TruGolf
Holdings, Inc.
Page
2 |
This
opinion is limited to the Federal law of the United States and General Corporation Law of the State of Delaware (including the statutory
provisions and the reported judicial cases interpreting those laws currently in effect), and we express no opinion as to the laws of
any other jurisdiction. This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act. The opinions expressed
in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that
date, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may come to our attention
after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters
expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly
set forth in this opinion letter.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Securities and Exchange Commission promulgated thereunder.
| Very
truly yours, |
|
| |
|
| /s/
ArentFox Schiff, LLP |
|
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this registration statement on Form S-8 of our report dated April 17, 2024, relating to
our audit of the December 31, 2023 financial statements of TruGolf, Inc.
/s/
Haynie & Company
Salt
Lake City, Utah
October
23, 2024
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this registration statement on Form S-8 of our report dated July 31, 2023 relating to our
audit of the financial statements of TruGolf Holdings, Inc. as of December 31, 2022 and for the year then ended, which financial statements
appear in the Company’s Registration Statement on Form S-1 (File No. 333-277068) filed with the Securities and Exchange Commission
on September 23, 2024.
/s/
CohnReznick LLP
Boca
Raton, Florida
October
23, 2024
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated May 30, 2023, except for Note 7 which is dated July 31, 2023,
with respect to the audited consolidated financial statements of TruGolf Holdings, Inc. formerly known as Deep Medicine Acquisition Corp.
(the “Company”) as of March 31, 2023 and 2022 and for the years then ended. Our report contains an explanatory paragraph regarding
the Company’s ability to continue as a going concern.
We also consent to the references to
us under the heading “Experts” in such Registration Statement.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
October 23,
2024
Exhibit
99.1
TRUGOLF
HOLDINGS, INC.
2024
STOCK INCENTIVE 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 to align their interests
and efforts to the long-term interests of the Company’s stockholders.
ARTICLE
II.
DEFINITIONS
As
used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:
2.1
“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. With reference to the Board’s or a Committee’s powers or authority under the
Plan that have been delegated to one or more officers pursuant to Section 4.2, the term “Administrator” shall refer to such
officer(s) unless and until such delegation has been revoked.
2.2
“Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities
Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements
or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which
the Shares are listed, quoted or traded.
2.3
“Award” means an Option, Stock Appreciation Right, Restricted Stock award, Restricted Stock Unit award, Performance
Stock Unit award, Dividend Equivalents award or Other Stock or Cash Based Award granted to a Participant under the Plan.
2.4
“Award Agreement” means an agreement evidencing an Award, which may be written or electronic, that contains such terms
and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
2.5
“Board” means the Board of Directors of the Company.
2.6
“Cause” shall have the meaning ascribed to such term, or term of similar effect, in any offer letter, employment,
severance or similar agreement, including any Award Agreement, between the Participant and the Company or any Subsidiary; provided, that
in the absence of an offer letter, employment, severance or similar agreement containing such definition, Cause means, with respect to
a Participant, the occurrence of any of the following: (a) an act of dishonesty made by the Participant in connection with the Participant’s
responsibilities as a Service Provider; (b) the Participant’s conviction of, or plea of nolo contendere to, a felony or
any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law (or equivalent
in any non-U.S. jurisdiction) by the Participant that the Administrator reasonably determines has had or will have a material detrimental
effect on the Company’s reputation or business; (c) the Participant’s gross misconduct; (d) the Participant’s unauthorized
use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation
of nondisclosure as a result of the Participant’s relationship with the Company or any Subsidiary; (e) the Participant’s
breach of any material obligations under any written agreement or covenant with the Company or any Subsidiary; (f) the Participant’s
continued substantial failure to perform the Participant’s duties as a Service Provider (other than as a result of the Participant’s
physical or mental incapacity) after the Participant has received a written demand for performance that specifically sets forth the factual
basis for the determination that the Participant has not substantially performed the Participant’s duties and has failed to cure
such non-performance to the Administrator’s reasonable satisfaction within 30 business days after receiving such notice; (g) the
Participant’s violation of the Company’s code of ethics; or (h) the Participant’s disregard of the policies of the
Company or any Subsidiary so as to cause loss, harm, damage or injury to the property, reputation or employees of the Company or a Subsidiary.
2.7
“Change in Control” means any of the following:
(a)
The consummation of 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) 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) directly or indirectly acquires beneficial ownership (within
the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of the Company’s securities possessing more than 50% of the total
combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that the following
acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of its Subsidiaries; (ii) any acquisition
by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii) any acquisition which complies with clauses (c)(i),
(c)(ii) and (c)(iii) of this definition; or (iv) in respect of an Award held by a particular Participant, any acquisition by the Participant
or any group of persons including the Participant (or any entity controlled by the Participant or any group of persons including the
Participant);
(b)
The Incumbent Directors cease for any reason to constitute a majority of the Board;
(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, (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;
(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 (c)(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; and
(iii)
after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor Entity were
Board members at the time of the Board’s approval of the execution of the initial agreement providing for such transaction; or
(d)
The completion of a liquidation or dissolution of the Company.
Notwithstanding
the foregoing, in no event will the transactions contemplated by the Merger Agreement or the transactions occurring in connection therewith
constitute a Change in Control, and if a Change in Control constitutes a payment event with respect to any Award (or any portion of an
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), (c) or (d) of this definition 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 sole discretion, to determine conclusively whether
a Change in Control has occurred pursuant to the above definition, the date 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.
2.8
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs
and other interpretative authority issued thereunder.
2.9
“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 permitted by Applicable Law. 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.
2.10
“Common Stock” means the common stock of the Company.
2.11
“Company” means Trugolf Holdings, Inc., a Delaware corporation, or any successor.
2.12
“Consultant” means any person, including any adviser, engaged by the Company or a Subsidiary to render services to
such entity if the consultant or adviser: (i) renders bona fide services to the Company or a Subsidiary; (ii) renders services not in
connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain
a market for the Company’s securities; and (iii) is a natural person.
2.13
“Designated Beneficiary” means, if permitted by the Company, the beneficiary or beneficiaries the Participant designates,
in a manner the Company determines, to receive amounts due or exercise the Participant’s rights if the Participant dies. Without
a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate or legal heirs.
2.14
“Director” means a Board member.
2.15
“Disability” means a permanent and total disability under Section 22(e)(3) of the Code.
2.16
“Dividend Equivalents” means a right granted to a Participant to receive the equivalent value (in cash or Shares)
of dividends paid on a specified number of Shares. Such Dividend Equivalent shall be converted to cash or additional Shares, or a combination
of cash and Shares, by such formula and at such time and subject to such limitations as may be determined by the Administrator.
2.17
“DRO” means a “domestic relations order” as defined by the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
2.18
“Effective Date” has the meaning set forth in Section 11.3.
2.19
“Employee” means any employee of the Company or any of its Subsidiaries.
2.20
“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock
dividend, stock split (including a reverse stock split), spin-off or recapitalization through a large, nonrecurring cash dividend, that
affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and
causes a change in the per share value of the Common Stock underlying outstanding Awards.
2.21
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other
interpretative authority issued thereunder.
2.22
“Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Common Stock is
listed on any established stock exchange, the value of a Share will be the closing sales price for a Share 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; (ii) if the Common Stock is not listed on an established
stock exchange but is quoted on a national market or other quotation system, the value of a Share will be the closing sales price for
a Share 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 (iii) if the Common Stock is not listed
on any established stock exchange or quoted on a national market or other quotation system, the value established by the Administrator
in its sole discretion.
2.23
“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 any parent corporation or subsidiary corporation
of the Company, as determined in accordance with Section 424(e) and (f) of the Code, respectively.
2.24
“Incentive Stock Option” means an Option that meets the requirements to qualify as an “incentive stock option”
as defined in Section 422 of the Code.
2.25
“Incumbent Directors” means, for any period of 12 consecutive months, 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 clause (a) or (c) of the Change in Control definition) whose election or nomination
for election to the Board was approved by a vote of at least a majority (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for Director without objection to such nomination) of the Directors then still
in office who either were Directors at the beginning of the 12-month period or whose election or nomination for election was previously
so approved. No individual initially elected or nominated as a director of the Company as a result of an actual or threatened election
contest with respect to Directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person
other than the Board shall be an Incumbent Director.
2.26
“Merger Agreement” means the Agreement and Plan of Merger by and among Deep Medicine Acquisition Corp., DMAC Merger
Sub Inc., Bright Vision Sponsor LLC, Christopher Jones and Trugolf, Inc. dated as of March 31, 2023.
2.27
“Non-Employee Director” means a Director who is not an Employee.
2.28
“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.
2.29
“Option” means a right granted under Article VI to purchase a specified number of Shares at a specified price per
Share during a specified time period. An Option may be either an Incentive Stock Option or a Nonqualified Stock Option.
2.30
“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.
2.31
“Overall Share Limit” has the meaning set forth in Section 5.1 below.
2.32
“Participant” means a Service Provider who has been granted an Award.
2.33
“Performance Stock Unit” means a right granted to a Participant pursuant to Section 8.1 and subject to Section 8.2,
to receive Shares, the payment of which is contingent upon achieving certain performance goals or other performance-based targets established
by the Administrator.
2.34
“Permitted Transferee” means, with respect to a Participant, any “family member” of the Participant, as
defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any
other transferee specifically approved by the Administrator after taking into account Applicable Law.
2.35
“Plan” means this 2023 Stock Incentive Plan.
2.36
“Restricted Stock” means Shares awarded to a Participant under Article VII, subject to certain vesting conditions
and other restrictions.
2.37
“Restricted Stock Unit” means an unfunded, unsecured right granted to a Participant under Article VII 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, subject to certain vesting conditions and other restrictions.
2.38
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.
2.39
“Section 409A” means Section 409A of the Code and the regulations promulgated thereunder by the United States Treasury
Department, as amended or as may be amended from time to time.
2.40
“Securities Act” means the Securities Act of 1933, as amended, and all regulations, guidance and other interpretative
authority issued thereunder.
2.41
“Service Provider” means an Employee, Consultant or Director.
2.42
“Shares” means shares of Common Stock.
2.43
“Stock Appreciation Right” or “SAR” means a right granted under Article VI to receive a payment
equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over the exercise price
set forth in the applicable Award Agreement.
2.44
“Subsidiary” means any entity (other than the Company), whether U.S. or non-U.S., 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.
2.45
“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 or other entity acquired
by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
2.46
“Tax-Related Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation,
income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been
transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.
2.47
“Termination of Service” means:
(a)
As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company or a Subsidiary is terminated for any
reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations
where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(b)
As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including,
without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant
simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(c)
As to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated
for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding
terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
The
Company, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including,
without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause
and all questions of whether particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s
employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Subsidiary employing
or contracting with such Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction
or event (including, without limitation, a spin-off), even though the Participant may subsequently continue to perform services for that
entity.
ARTICLE
III.
ELIGIBILITY
Service
Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. No Service Provider shall have
any right to be granted an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Service Providers,
Participants or any other persons uniformly.
ARTICLE
IV.
ADMINISTRATION
AND DELEGATION
4.1
Administration.
(a)
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, reconcile inconsistencies in the Plan or any Award and make all other determinations that it deems necessary or appropriate
to administer the Plan and any Awards. The Administrator (and each member thereof) is entitled to, in good faith, rely or act upon any
report or other information furnished to it, him or her by any officer or other employee of the Company or any Subsidiary, the Company’s
independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist
in the administration of the Plan. The Administrator’s determinations under the Plan are in its sole discretion and will be final,
binding and conclusive on all persons having or claiming any interest in the Plan or any Award.
(b)
Without limiting the foregoing, the Administrator has the exclusive power, authority and sole discretion to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Awards to be granted and
the number of Shares to which an Award will relate; (iv) subject to the limitations in the Plan, determine the terms and conditions of
any Award and related Award Agreement, including, but not limited to, the exercise price, grant price, purchase price, any performance
criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on
the exercisability of an Award, and accelerations, waivers or amendments thereof; (v) determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, or other property, or an Award
may be canceled, forfeited, or surrendered; and (vi) make all other decisions and determinations that may be required pursuant to the
Plan or as the Administrator deems necessary or advisable to administer the Plan.
4.2
Delegation of Authority. To the extent permitted by Applicable Law, the Board or any Committee may delegate any or all of its powers
under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries; provided, however, that in no event shall
an officer of the Company or any of its Subsidiaries be delegated the authority to grant Awards to, or amend Awards held by, the following
individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company or any of its Subsidiaries
or Directors to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the
restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable
organizational documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a
new delegatee. At all times, the delegatee appointed under this Section 4.2 shall serve in such capacity at the pleasure of the Board
or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously
delegated authority. Further, regardless of any delegation, the Board or a Committee may, in its discretion, exercise any and all rights
and duties as the Administrator under the Plan delegated thereby, except with respect to Awards that are required to be determined in
the sole discretion of the Committee under the rules of any securities exchange or automated quotation system on which the Shares are
listed, quoted or traded.
ARTICLE
V.
STOCK
AVAILABLE FOR AWARDS
5.1
Number of Shares. Subject to adjustment under Article IX and the terms of this Article V, Awards may be made under the Plan
covering up to the sum of (i) 1,600,000 Shares; and (ii) an annual increase commencing on January 1, 2025 and continuing
annually on each anniversary thereof through (and including) January 1, 2035, equal to the lesser of (A) 5% of the Shares
outstanding on a fully diluted basis on the last day of the immediately preceding fiscal year and (B) such smaller number of
Shares as determined by the Board or the Committee (the “Overall Share Limit”). Shares issued or delivered under
the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.
5.2
Share Recycling.
(a)
If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, canceled
without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the
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, the unused Shares covered by the Award will, as applicable, become or again be available
for Awards under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against
the Overall Share Limit.
(b)
Notwithstanding the foregoing, the following Shares issued or delivered under this Plan shall not again be available for future grants
of Awards: (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares
tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Shares
that are repurchased by the Company with Option proceeds; and (iv) 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. Notwithstanding the provisions of this Section
5.2(b), no Shares may again be optioned, granted or awarded pursuant to an Incentive Stock Option if such action would cause such Option
to fail to qualify as an incentive stock option under Section 422 of the Code.
5.3
Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 1,600,000 Shares (as adjusted
to reflect any Equity Restructuring) may be issued pursuant to the exercise of Incentive Stock Options.
5.4
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 stock, the Administrator may grant Awards in substitution for
any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute
Awards may be granted on such terms and conditions 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 shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition
or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as appropriately adjusted to reflect
the transaction) 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 may again become available for Awards under the Plan as provided under Section 5.2 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 Employees, Directors or Consultants prior
to such acquisition or combination.
5.5
Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding
non-employee director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the
maximum amount of cash that may become payable to a Service Provider as compensation for services as a Non-Employee Director during any
calendar year shall not exceed $750,000, increased to $1,000,000 in the calendar year of a non-employee Director’s initial service
as a non-employee Director. The Administrator may make exceptions to this limit for Non-Employee Directors in extraordinary circumstances,
as the Administrator may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation
may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Non-Employee
Directors.
ARTICLE
VI.
STOCK
OPTIONS AND STOCK APPRECIATION RIGHTS
6.1
General. The Administrator may grant Options or Stock Appreciation Rights to one or more Service Providers, subject to such terms
and conditions not inconsistent with the Plan as the Administrator shall determine. The Administrator will determine the number of Shares
covered by each Option and Stock Appreciation Right, the exercise price of 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 payable in cash,
Shares valued at Fair Market Value on the date of exercise or a combination of the two as the Administrator may determine or provide
in the Award Agreement.
6.2
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. Subject to Section 6.6, the exercise price will not be less than 100% of the Fair Market Value
on the grant date of the Option or Stock Appreciation Right. Notwithstanding the foregoing, in the case of an Option or 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.
6.3
Duration of Options. Subject to Section 6.6, each Option or Stock Appreciation Right will be exercisable at such times and as specified
in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed ten years; provided, further,
that, unless otherwise determined by the Administrator or specified in the Award Agreement, (a) no portion of an Option or Stock Appreciation
Right which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable and (b) the portion
of an Option or Stock Appreciation Right that is unexercisable at a Participant’s Termination of Service shall automatically expire
on the date of such Termination of Service. In addition, in no event shall an Option or Stock Appreciation Right granted to an Employee
who is a non-exempt employee for purposes of overtime pay under the U.S. Fair Labor Standards Act of 1938 be exercisable earlier than
six months after its date of grant. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Stock
Appreciation Right, commits an act of Cause (as determined by the Administrator prior to or after the Participant’s Termination
of Service), or violates any non-competition, non-solicitation or confidentiality 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 to exercise
the Option or Stock Appreciation Right, as applicable, may be terminated by the Company and the Company may suspend the Participant’s
right to exercise the Option or Stock Appreciation Right when it reasonably believes that the Participant may have participated in any
such act or violation.
6.4
Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company (or such other person or entity designated
by the Administrator) a notice of exercise, in a form and manner the Company approves (which may be written, electronic or telephonic
and may contain representations and warranties deemed advisable by the Administrator), signed or authenticated by the person authorized
to exercise the Option or Stock Appreciation Right, together with, as applicable, (a) payment in full of the exercise price for the number
of Shares for which the Option is exercised in a manner specified in Section 6.5 and (b) satisfaction in full of any withholding obligation
for Tax-Related Items in a manner specified in Section 10.5. The Administrator may, in its discretion, limit exercise with respect to
fractional Shares and require that any partial exercise of an Option or Stock Appreciation Right be with respect to a minimum number
of Shares.
6.5
Payment Upon Exercise. The Administrator shall determine the methods by which payment of the exercise price of an Option shall be
made, including, without limitation:
(a)
Cash, check or wire transfer of immediately available funds;
(b)
If there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (i) delivery (including electronically
or telephonically to the extent permitted by the Company) of a notice that the Participant has placed a market sell order with a broker
acceptable to the Company with respect to Shares then issuable upon exercise of the Option and that the broker has been directed to deliver
promptly to the Company funds sufficient to pay the exercise price, or (ii) the Participant’s delivery to the Company of a copy
of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company an amount sufficient
to pay the exercise price by cash, wire transfer of immediately available funds or check; provided that such amount is paid to the Company
at such time as may be required by the Company;
(c)
To the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant
valued at their Fair Market Value on the date of delivery;
(d)
To the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair
Market Value on the exercise date;
(e)
Any other lawful consideration permitted by the Administrator; or
(f)
To the extent permitted by the Administrator, any combination of the above payment forms.
6.6
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. 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 (and Award
Agreements related thereto) will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock
Option, if requested 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 (a) two years from the grant date of the Option or (b) 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 Nonqualified Stock Option.
ARTICLE
VII.
RESTRICTED
STOCK; RESTRICTED STOCK UNITS
7.1
General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject
to forfeiture or the Company’s right to repurchase all or part of the underlying Shares at their issue price or other stated or
formula price from the Participant 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, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods,
as set forth in an Award Agreement, to Service Providers. The Administrator shall establish the purchase price, if any, and form of payment
for Restricted Stock and Restricted Stock Units; provided, however, that if a purchase price is charged, such purchase price shall be
no less than the par value, if any, of the Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal
consideration shall be required for each issuance of Restricted Stock and Restricted Stock Units to the extent required by Applicable
Law. The Award Agreement for each Award of Restricted Stock and Restricted Stock Units shall set forth the terms and conditions not inconsistent
with the Plan as the Administrator shall determine.
7.2
Restricted Stock.
(a)
Stockholder Rights. Unless otherwise determined by the Administrator, each Participant holding shares of Restricted Stock will
be entitled to all the rights of a stockholder with respect to such Shares, subject to the restrictions in the Plan and the applicable
Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the Shares to the
extent such dividends and other distributions have a record date that is on or after the date on which such Participant becomes the record
holder of such Shares; provided, however, that with respect to a share of Restricted Stock subject to restrictions or vesting conditions,
except in connection with a spin-off or other similar event as otherwise permitted under Section 9.2, dividends which are paid to Company
stockholders prior to the removal of restrictions and satisfaction of vesting conditions shall only be paid to the Participant to the
extent that the restrictions are subsequently removed and the vesting conditions are subsequently satisfied and the share of Restricted
Stock vests.
(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.
(c)
Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted
Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which such Participant would otherwise
be taxable under Section 83(a) of the Code, such Participant shall be required to deliver a copy of such election to the Company promptly
after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.
7.3
Restricted Stock Units. 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,
subject to compliance with Applicable Law.
ARTICLE
VIII.
OTHER
TYPES OF AWARDS
8.1
General. The Administrator may grant Performance Stock Unit awards, Dividend Equivalents or Other Stock or Cash Based Awards, to
one or more Service Providers, in such amounts and subject to such terms and conditions not inconsistent with the Plan as the Administrator
shall determine.
8.2
Performance Stock Unit Awards. Each Performance Stock Unit award shall be denominated in a number of Shares or in unit equivalents
of Shares or units of value (including a dollar value of Shares) and may be linked to any one or more of performance or other specific
criteria, including service to the Company or Subsidiaries, determined to be appropriate by the Administrator, in each case on a specified
date or dates or over any period or periods determined by the Administrator. In making such determinations, the Administrator may consider
(among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other
compensation of the particular Participant.
8.3
Dividend Equivalents. If the Administrator provides, an Award (other than an Option or Stock Appreciation Right) 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,
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 granted 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 subject to vesting shall either (i) to the extent permitted by
Applicable Law, not be paid or credited or (ii) be accumulated and subject to vesting to the same extent as the related Award. All such
Dividend Equivalents shall be paid at such time as the Administrator shall specify in the applicable Award Agreement.
8.4
Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants
to receive cash or Shares to be delivered in the future and 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, 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), transfer restrictions, and vesting conditions,
which will be set forth in the applicable Award Agreement. Except in connection with a spin-off or other similar event as otherwise permitted
under Article IX, dividends that are paid prior to vesting of any Other Stock or Cash Based Award shall only be paid to the applicable
Participant to the extent that the vesting conditions are subsequently satisfied and the Other Stock or Cash Based Award vests.
8.5
Performance Goals and Criteria. Performance goals or performance criteria established by the Administrator for any Award may be described
in terms of Company-wide objectives or objectives that are related to the performance of a Subsidiary, division, business unit, department,
region or function within the Company or Subsidiary in which the Participant is employed or in terms of the performance of the individual
Participant and may be based on the following criteria: revenues, earnings from operations, operating income, income before taxes, net
income, cash flow, earnings per share, return on total capital, return on invested capital, return on equity, return on assets, total
return to shareholders, earnings before or after interest, taxes, depreciation, amortization or extraordinary or special items, return
on investment, free cash flow, cash conversion cycle, cash flow return on investment (discounted or otherwise), net cash provided by
operations, cash flow in excess of cost of capital, operating margin, profit margin, contribution margin, stock price, new customers,
order intake, cost controls, operating efficiencies, strategic partnerships or transactions (including in-licensing and out-licensing
of intellectual property, milestones related to research development (including, but not limited to, preclinical and clinical studies),
product development and manufacturing, implementation or completion of projects or processes (including, without limitation, clinical
trial initiation, clinical trial enrollment and dates, clinical trial results, regulatory filing submissions, regulatory filing acceptances,
regulatory or advisory committee interactions, regulatory approvals, and product supply), submission to, or approval by, a regulatory
body (including, but not limited to the U.S. Food and Drug Administration) of an applicable filing or a product, market penetration,
geographic business expansion, cost targets, productivity, corporate value and sustainability metrics (including, without limitation,
environmental, social and governance matters), human capital metrics (including, without limitation, employee satisfaction, management
of employment practices, employee benefits, retention and safety), supervision of litigation or labor negotiations, dealings with regulatory
bodies, acquisitions or divestitures, customer satisfaction, strategic business criteria related to a Participant’s area or areas
of responsibility, or any other criteria established by the Administrator.
ARTICLE
IX.
ADJUSTMENTS
FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS
9.1
Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article IX, the
Administrator will equitably adjust the terms of the Plan and each outstanding Award as it deems appropriate to reflect the Equity Restructuring,
which may include (a) adjusting the number and type of securities subject to each outstanding Award or with respect to which Awards may
be granted under the Plan (including, but not limited to, adjustments of the limitations in Article V hereof on the maximum number and
kind of shares that may be issued); (b) adjusting the terms and conditions of (including the grant or exercise price), and the performance
goals or other criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The adjustments
provided under this Section 9.1 will be nondiscretionary and final and binding on all interested parties, including the affected Participant
and the Company; provided that the Administrator will determine whether an adjustment is equitable.
9.2
Corporate Transactions. In the event of any extraordinary dividend or other distribution (whether in the form of cash, Common Stock,
other securities, or other property), reorganization, merger, consolidation, split-up, spin off, 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 (including the sale,
merger or other corporate transaction involving a Subsidiary), other unusual or nonrecurring transaction or event affecting the Company
or its financial statements or any change in any Applicable Law 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 Law 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 (or other property) 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 entity, or a parent or subsidiary thereof, or shall
be substituted for by awards covering the stock of the successor or survivor corporation or entity, 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
or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article
V hereof on the maximum number and kind of shares which may be issued) or in the terms and conditions of (including the grant or exercise
price), and the criteria included in, outstanding Awards;
(e)
To replace such Award with other rights or property selected by the Administrator; or
(f)
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.
9.3
Change in Control.
(a)
Notwithstanding any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to (i) terminate
an Award in exchange for cash, rights or property, pursuant to Section 9.2, or (ii) cause an Award to become fully exercisable and no
longer subject to any forfeiture restrictions prior to the consummation of a Change in Control, pursuant to Section 9.2, (A) such Award
(other than any portion subject to performance-based vesting) shall continue in effect or be assumed or an equivalent Award substituted
by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such Award subject to performance-based
vesting shall be subject to the terms and conditions of the applicable Award Agreement and, in the absence of applicable terms and conditions,
the Administrator’s discretion.
(b)
In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award, the Administrator shall
cause such Award to become fully vested and, if applicable, exercisable immediately prior to the consummation of such transaction, and
with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at the
greater of: (i) one hundred percent (100%) of target levels, or (ii) the actual level of achievement of all relevant performance goals
against target measured through the date immediately prior to the Change in Control (or as close to such date as administratively practicable),
unless specifically provided otherwise under the applicable Award Agreement or otherwise determined by the Administrator, and all forfeiture
restrictions on such Award to lapse and, to the extent unexercised upon the consummation of such transaction, to terminate in exchange
for cash, rights or other property. The Administrator shall notify the Participant of any Award that becomes exercisable pursuant to
the preceding sentence that such Award shall be fully exercisable for a period of at least 10 days from the date of such notice (or such
shorter period as required to permit a timely closing of the transaction), contingent upon the occurrence of the Change in Control, or
that such Award shall be settled for an amount of cash or securities equal to the in-the-money spread value (if any) of such Award, and
such Award shall terminate upon the consummation of the Change in Control in accordance with the preceding sentence.
(c)
For the purposes of this Section 9.3, an Award shall be considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control was not solely
common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of
the successor corporation or its parent equal in fair market value to the per-share consideration received by holders of Common Stock
in the Change in Control.
9.4
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) or for reasons of administrative convenience or to facilitate compliance with any Applicable Law, the Company may
refuse to permit the exercise or settlement of one or more Awards for such period of time as the Company may determine to be reasonably
appropriate under the circumstances.
9.5
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 9.1 above 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, spin-off, 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.
ARTICLE
X.
PROVISIONS
APPLICABLE TO AWARDS
10.1
Transferability.
(a)
No Award may be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a DRO, unless and until such Award
has been exercised or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed.
During the life of a Participant, Awards will be exercisable only by the Participant, unless it has been disposed of pursuant to a DRO.
After the death of a Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable
under the Plan or the applicable Award Agreement, be exercised by the Participant’s personal representative or by any person empowered
to do so under the deceased Participant’s will or under the then-Applicable Law of descent and distribution. References to a Participant,
to the extent relevant in the context, will include references to a transferee approved by the Administrator.
(b)
Notwithstanding Section 10.1(a), the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transferee
of such Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is intended to become
a Nonqualified Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions:
(i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than (A)
to another Permitted Transferee of the applicable Participant or (B) by will or the laws of descent and distribution or, subject to the
consent of the Administrator, pursuant to a domestic relations order; (ii) an Award transferred to a Permitted Transferee shall continue
to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further
transfer the Award to any Person other than another Permitted Transferee of the applicable Participant); (iii) the Participant (or transferring
Permitted Transferee) and the receiving Permitted Transferee shall execute any and all documents requested by the Administrator, including,
without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for
an exemption for the transfer under Applicable Law and (C) evidence the transfer; and (iv) any transfer of an Award to a Permitted Transferee
shall be without consideration, except as required by Applicable Law. In addition, and further notwithstanding Section 10.1(a), the Administrator,
in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted
Transferee if, under Section 671 of the Code and other Applicable Law, the Participant is considered the sole beneficial owner of the
Incentive Stock Option while it is held in the trust.
(c)
Notwithstanding Section 10.1(a), if permitted by the Administrator, a Participant may, in the manner determined by the Administrator,
designate a Designated Beneficiary. A Designated Beneficiary, legal guardian, legal representative, or other person claiming any rights
pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant and any
additional restrictions deemed necessary or appropriate by the Administrator. If the Participant is married or a domestic partner in
a domestic partnership qualified under Applicable Law and resides in a community property state, a designation of a person other than
the Participant’s spouse or domestic partner, as applicable, as the Participant’s Designated Beneficiary with respect to
more than 50% of the Participant’s interest in the Award shall not be effective without the prior written or electronic consent
of the Participant’s spouse or domestic partner. Subject to the foregoing, a beneficiary designation may be changed or revoked
by a Participant at any time; provided that the change or revocation is delivered in writing to the Administrator prior to the Participant’s
death.
10.2
Documentation. Each Award will be evidenced in an Award Agreement in such form as the Administrator determines in its discretion.
Each Award may contain such terms and conditions as are determined by the Administrator in its sole discretion, to the extent not inconsistent
with those set forth in the Plan.
10.3
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.
10.4
Changes in Participant’s Status. The Administrator will determine how the disability, death, retirement, authorized leave of
absence or any other change or purported change in a Participant’s Service Provider status affects an Award 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. Except to the extent otherwise required by Applicable Law or expressly authorized
by the Company or by the Company’s written policy on leaves of absence, no service credit shall be given for vesting purposes for
any period the Participant is on a leave of absence.
10.5
Withholding. Each Participant must pay the Company or a Subsidiary, as applicable, or make provision satisfactory to the Administrator
for payment of, any Tax-Related Items required by Applicable Law to be withheld in connection with such Participant’s Awards and/or
Shares by the date of the event creating the liability for Tax-Related Items. At the Company’s discretion and subject to any Company
insider trading policy (including black-out periods), any withholding obligation for Tax-Related Items may be satisfied by (i) deducting
an amount sufficient to satisfy such withholding obligation from any payment of any kind otherwise due to a Participant; (ii) accepting
a payment from the Participant in cash, by wire transfer of immediately available funds, or by check made payable to the order of the
Company or a Subsidiary, as applicable; (iii) accepting the delivery of Shares, including Shares delivered by attestation; (iv) retaining
Shares from the Award creating the withholding obligation for Tax-Related Items, valued on the date of delivery, (v) if there is a public
market for Shares at the time the withholding obligation for Tax-Related Items is satisfied, selling Shares issued pursuant to the Award
creating the withholding obligation for Tax-Related Items, either voluntarily by the Participant or mandatorily by the Company; (vi)
any other lawful consideration permitted by the Administrator; or (vii) any combination of the foregoing payment forms. The amount withheld
pursuant to any of the foregoing payment forms shall be determined by the Company and may be up to, but no greater than, the aggregate
amount of such obligations based on the maximum statutory withholding rates in the applicable Participant’s jurisdiction for all
Tax-Related Items that are applicable to such taxable income. If any tax withholding obligation will be satisfied under clause (v) of
the preceding paragraph, each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization
to the Company and instruction and authorization to any brokerage firm selected by the Company to effect the sale to complete the transactions
described in clause (v).
10.6
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 Nonqualified 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 IX or pursuant to Section 11.6. In addition, the Administrator shall, without the approval of the stockholders of the Company,
have the authority to (a) amend any outstanding Option or Stock Appreciation Right to reduce its exercise price per Share, or (b) cancel
any Option or Stock Appreciation Right in exchange for cash or another Award.
10.7
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,
without limitation, any applicable securities laws and stock exchange or stock market rules and regulations, (iii) any approvals from
governmental agencies that the Company determines are necessary or advisable have been obtained, and (iv) the Participant has executed
and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy Applicable
Law. The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have
been obtained, and shall constitute circumstances in which the Administrator may determine to amend or cancel Awards pertaining to such
Shares, with or without consideration to the Participant.
10.8
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.
ARTICLE
XI.
MISCELLANEOUS
11.1
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 continue employment or any other relationship with the Company or a Subsidiary.
The Company and its Subsidiaries expressly reserve 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 Award Agreement or other written agreement
between the Participant and the Company or any Subsidiary.
11.2
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 Law requires, 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 any
share certificate or book entry to reference restrictions applicable to the Shares (including, without limitation, restrictions applicable
to Restricted Stock).
11.3
Effective Date. The Plan was approved by the Board on February 2, 2024. The Plan will become effective on the date immediately
prior to the date of the closing (the “Effective Date”) of the transactions contemplated by the Merger Agreement,
provided that it is approved by the Company’s stockholders on or prior to the Effective Date and such approval occurs within 12
months following the date the Board approved the Plan. If the Plan is not approved by the Company’s stockholders within the foregoing
time frame, or if the Merger Agreement is terminated prior to the consummation of the transactions contemplated thereby, the Plan will
not become effective. No Award may be granted pursuant to the Plan on or after the tenth (10th) anniversary of the Effective
Date.
11.4
Amendment of Plan. The Board may amend, suspend or terminate the Plan at any time and from time to time; provided that (a) no amendment
requiring stockholder approval to comply with Applicable Law shall be effective unless approved by the Board, and (b) no amendment, other
than an increase to the Overall Share Limit or pursuant to Article IX or Section 11.6, 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 Plan 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 the extent necessary to comply with Applicable Law.
11.5
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are nationals of a country other
than the United States or employed or residing outside the United States, establish subplans or procedures under the Plan or take any
other necessary or appropriate action to address Applicable Law, including (a) differences in laws, rules, regulations or customs of
such jurisdictions with respect to tax, securities, currency, employee benefit or other matters, (b) listing and other requirements of
any non-U.S. securities exchange, and (c) any necessary local governmental or regulatory exemptions or approvals.
11.6
Section 409A.
(a)
General. The Company intends that all Awards be structured to comply with, or be exempt from, 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 11.6 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.
(b)
Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment
or settlement of such Award upon a Participant’s Termination of Service 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 Participant’s Termination of Service. 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 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.
11.7
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer or other
employee 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 or her capacity as an Administrator, director,
officer or other employee of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer or other
employee 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; provided that he or she gives the Company an opportunity, at its own expense, to handle
and defend the same before he or she undertakes to handle and defend it on his or her own behalf.
11.8
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 11.8 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, 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 holds 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 in this Section 11.8 in writing, without
cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the
Plan and, in the Administrator’s sole discretion, the Participant may forfeit any outstanding Awards if the Participant refuses
or withdraws the consents in this Section 11.8. For more information on the consequences of refusing or withdrawing consent, Participants
may contact their local human resources representative.
11.9
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.
11.10
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), the Plan will govern, unless such Award Agreement or other written agreement was approved by the
Administrator and expressly provides that a specific provision of the Plan will not apply.
11.11
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware,
without regard to the conflict of law rules thereof or of any other jurisdiction.
11.12
Clawback Provisions. All Awards (including the gross amount of any proceeds, gains or other economic benefit the Participant actually
or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be
subject to recoupment by the Company to the extent required to comply with Applicable Law or any policy of the Company providing for
the reimbursement of incentive compensation, whether or not such policy was in place at the time of grant of an Award.
11.13
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.
11.14
Conformity to Applicable Law. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable
Law. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in a manner intended to conform
with Applicable Law. To the extent Applicable Law permits, the Plan and all Award Agreements will be deemed amended as necessary to conform
to Applicable Law.
11.15
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.
11.16
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 Award Agreement shall give the Participant
any rights that are greater than those of a general creditor of the Company or any Subsidiary.
11.17
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award granted or
awarded to any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth
in any applicable exempt rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto)
that are requirements for the application of such exempt rule. To the extent permitted by Applicable Law, the Plan and Awards granted
or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exempt rule.
11.18
Prohibition on Executive Officer Loans. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a
Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted
to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment,
with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.
*
* * * *
FORM
OF INCENTIVE STOCK OPTION AGREEMENT
THIS
DOCUMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
TruGolf
Holdings, Inc. 2024 Stock Incentive Plan
Incentive
Stock Option Agreement
The
employee identified below has been selected to be a Participant in the TruGolf Holdings, Inc. 2024 Stock Incentive Plan, as amended (the
“Plan”) and has been granted an Incentive Stock Option as outlined below:
Participant:
Date
of Grant:
Shares
Covered by the Option:
Option
Exercise Price: $[ ]
Expiration
Date:
Vesting
Schedule: The Option shall vest in [ ] equal installments (or [ ] shares each installment) on each of the succeeding [ ] anniversary
dates of the Date of Grant (i.e. the first such installment shall vest on the first anniversary of the Date of Grant), provided Participant
is providing services to the Company on such vesting date(s). Notwithstanding the above, in no event shall any Option under this Agreement
vest sooner than the Company’s prospectus on Form S-8, under which the Shares Covered by the Option are registered under the Securities
Act of 1933, becomes effective.
This
Agreement, effective as of the Date of Grant set forth above, is between TruGolf Holdings, Inc., a Delaware corporation (the “Company”),
and the Participant named above. The parties hereto agree as follows:
The
Plan provides a complete description of the terms and conditions governing the Option. If there is any inconsistency between the terms
of this Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have the meanings ascribed
to them in the Plan, unless otherwise set forth herein. A copy of the Plan is attached hereto and the terms of the Plan are hereby incorporated
by reference.
1.
Stock Option Grant. Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of
the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company
the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above. The grant is intended to
be an incentive stock option as that term is described in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”).
2.
Acceptance by Participant. The exercise of the Option is conditioned upon the acceptance of this Agreement by the Participant.
3.
Exercise of Option. Subject to Section 4 below, the Participant may exercise the vested portion of the Option at any time prior to
the Expiration Date. Written notice of an election to exercise any portion of the Option shall be given by the Participant, or his or
her personal representative in the event of the Participant’s death, to the Company’s Chief Financial Officer (or Chief Executive
Officer if the Participant is the Chief Financial Officer), in accordance with procedures established by the Compensation Committee of
the Board of Directors of the Company (the “Committee”) as in effect at the time of such exercise.
At
the time of exercise of the Option, payment of the purchase price for the shares of Common Stock with respect to which the Option is
exercised, must be made by one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom the Participant
has submitted an exercise notice and irrevocable instructions to deliver the purchase price to the Company from the proceeds of the sale
of shares subject to the Option, (c) by directing the Company to withhold such number of shares of Common Stock otherwise issuable upon
exercise of the Option with a fair market value equal to the amount of the purchase price and/or (d) by delivery to the Company of other
Common Stock owned by the Participant that is acceptable to the Company, valued at its then fair market value.
No
shares shall be issued upon exercise of the Option until full payment of the exercise price has been made.
If
the Fair Market Value of shares subject to the portion of an Option (determined with respect to each Option at the time of grant) that
vests during a calendar year exceeds $100,000, the portion of such Option that exceeds this limitation shall be a Non-Qualified Stock
Option. Thus, vesting or accelerated vesting of the Option may result in all or any part of the Option being treated as a Non-Qualified
Stock Option.
4.
Exercise Upon Termination of Employment. If the Participant’s employment with the Company and all subsidiaries terminates without
cause (as determined by the Committee in its sole discretion) and for any reason other than death, disability or retirement, the then
vested portion of the Option shall continue to be exercisable until the earlier of the 90th day after the date of the Participant’s
termination or the date the Option expires by its terms. The portion of the Option not vested as of the date of such termination of employment
shall expire as of such date and shall not be exercisable.
If
the Participant’s employment with the Company and all subsidiaries terminates due to death, disability or retirement, the then
vested portion of the Option shall continue to be exercisable until the earlier of one year after the date of the Participant’s
termination or the date the Option expires by its terms. The portion of the Option not vested as of the date of such termination of employment
shall expire as of such date and shall not be exercisable.
If
the Participant’s employment with the Company and all subsidiaries is terminated by the Company for cause (as determined by the
Committee in its sole discretion), the Option shall expire on the date of such termination, and no portion shall be exercisable after
the date of such termination.
For
purposes of this Section 4, (A) “disability” has the meaning, and will be determined, as set forth in the Company’s
long term disability program in which the Participant participates, and (B) “retirement” means the Participant’s termination
from employment with the Company and all subsidiaries without cause (as determined by the Committee in its sole discretion) when the
Participant is 65 or older or 55 or older with 10 years of service with the Company and its subsidiaries.
The
foregoing provisions of this Section 4 shall be subject to the provisions of any written employment or severance agreement that has been
or may be executed by the Participant and the Company, and the provisions in such employment or severance agreement concerning exercise
of the Option shall supersede any inconsistent or contrary provision of this Section 4.
5.
Confidentiality and Non-Compete Agreement. Notwithstanding any other provision of this Agreement, in the event the Committee determines
that the Participant has breached any provision of any confidentiality and/or non-compete agreement in effect between the Participant
and the Company, (a) the then outstanding and unexercised portion of the Option (whether vested or unvested) shall be cancelled and forfeited
back to the Company and (b) the Participant shall remit to the Company within 30 days of written notice from the Committee a cash payment
equal to the number of shares of Common Stock subject to the portion of the Option that was previously exercised, multiplied by the excess
of the fair market value of the Common Stock on the date of exercise over the Option Exercise Price. The Company shall be entitled, as
permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to the Participant.
6.
Nontransferability of Options. The Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.
7.
Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently
or successively) to whom any benefit under the Option is to be paid in the event of his or her death. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the Board, and will be effective only when filed by the
Participant in writing with the Board during his or her lifetime. In the absence of any such designation, or if all beneficiaries predecease
the Participant, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.
8.
Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to the shares of Common
Stock subject to the Option and this Agreement until such time as the exercise price has been paid and the shares have been issued and
delivered to him or her.
9.
Surrender of or Changes to Agreement. In the event the Option shall be exercised in whole, this Agreement shall be surrendered to
the Company for cancellation. In the event the Option shall be exercised in part or a change in the number of designation of the shares
of Common Stock shall be made, this Agreement shall be delivered by the Participant to the Company for the purpose of making appropriate
notation thereon, or of otherwise reflecting, in such manner as the Company shall determine, the change in the number or designation
of such shares.
10.
Administration. The Option shall be exercised in accordance with such administrative regulations as the Committee shall from time
to time adopt. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary
or appropriate to the administration of, the Plan and this Agreement, all of which shall be binding upon the Participant.
11.
Governing Law. This Agreement, and the Option, shall be construed, administered and governed in all respects under and by the laws
of the State of Delaware.
*
* *
By
accepting this Agreement, the Participant agrees to be bound by the terms hereof.
| TruGolf Holdings, Inc. |
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| By:
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| Title:
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| Participant |
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| By:
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| Print
Name: |
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EXHIBIT
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
TruGolf
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1-Newly Registered Securities
Security Type | |
Security
Class Title | |
Fee
Calculation Rule | |
Amount to be Registered (1) | | |
Proposed Maximum Offering
Price Per Unit | | |
Maximum Aggregate Offering
Price | | |
Fee Rate | | |
Amount of Registration
Fee | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| |
| Equity | |
Class A Common Stock, $0.0001 par value | |
Rule 457(c) and Rule 457(h) | |
| 1,600,000 | (2) | |
$ | 0.80 | (3) | |
$ | 1,280,000 | (3) | |
| 0.00015310 | | |
$ | 195.97 | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Offering Amounts | |
| | | |
| | | |
$ | 1,280,000 | | |
| | | |
$ | 195.97 | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Total Fee Offsets (4) | |
| | | |
| | | |
| | | |
| | | |
| - | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 195.97 | |
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this registration statement also covers any additional shares of common
stock of TruGolf Holdings, Inc. (the “Registrant”) that may be granted under the Registrant’s 2024 Stock Incentive
Plan (the “Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Represents shares of Class A common stock reserved for future issuance under the Plan.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of
1933, as amended, and based on $0.80 per share, the average of the high and low prices of the Registrant’s Class A
common stock as reported on the Nasdaq Capital Market on October 22, 2024.
(4)
We do not have any fee offsets.
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