TABLE OF CONTENTS

TABLE OF CONTENTS

	​	​	By Order of the Board of Directors,
	​	​
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	Todd McTavish ​	​	Sylvia Tiscareño
	​	​	Corporate Secretary
April 28, 2023	​	​
Irvine, California	​	​

June 10, 2021

Irvine, California

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

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The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date of this Proxy Statement and irrespective of any general incorporation language therein. 24 25 TABLE OF CONTENTS Security Ownership Of Certain Beneficial Owners And Management The following table sets forth certain information known to us regarding beneficial ownership of our ordinary shares outstanding as of May 21, 2021April 25, 2023 for: ● each person, or group of affiliated persons, who is known by us to be the beneficial owner of 5% or more of our outstanding ordinary shares; ● each of our directors; ● each of our Named Executive Officers; and ● all of our current directors and executive officers as a group. each person, or group of affiliated persons, who is known by us to be the beneficial owner of 5% or more of our outstanding ordinary shares; each of our directors and director nominees; each of our Named Executive Officers; and all of our current directors and executive officers as a group. Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o GAN Limited, 400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of ordinary stock that they beneficially own, subject to applicable community property laws. Applicable percentage ownership is based on 42,008,62644,450,841 ordinary shares deemed to be outstanding as of May 21, 2021.April 25, 2023. In accordance with the SEC rules, when computing the number of shares of ordinary stock beneficially owned and the percentage ownership of a person, we include the ordinary shares subject to options held by that person that are exercisable or will become exercisable within 60 days of May 21, 2021,April 25, 2023, but we do not include those ordinary shares underlying options when computing the percentage ownership of any other person. Name of Beneficial Owner   Shares Beneficially Owned     Percent of Shares Beneficially Owned   5% or Greater Shareholders                 Dermot S. Smurfit     2,630,432 (1)     6.15 %                   Directors, Nominees and Named Executive Officers                 Dermot S. Smurfit     2,630,432 (1)     6.15 % Seamus McGill     255,568 (2)     * Michael Smurfit Jr.     469,239 (3)     1.11 % David Goldberg     183,647 (4)     * Karen Flores     137,500 (5)     * Todd McTavish     50,000 (6)     * All directors and executive officers as a group (9 persons)     3,996,802 (7)     9.14 % Name of Beneficial Owner ​ ​ Shares Beneficially Owned ​ ​ Percent of Shares Beneficially Owned 5% or Greater Shareholders ​ ​ ​ ​ Antara Capital LP 55 Hudson Yards, 47TH Floor, Suite C New York, NY 10001 ​ ​ 2,737,453(1) ​ ​ 6.2% The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282 ​ ​ 2,137,002(2) ​ ​ 4.8% Directors, Nominees and Named Executive Officers ​ ​ ​ ​ Dermot S. Smurfit ​ ​ 2,506,021(3) ​ ​ 5.5% Michael Smurfit Jr. ​ ​ 456,905(4) ​ ​ 1.0% Seamus McGill ​ ​ 282,085(5) ​ ​ * David Goldberg ​ ​ 197,162(6) ​ ​ * Jan Roos ​ ​ 84,400(7) ​ ​ * Sylvia Tiscareño ​ ​ 51,520 ​ ​ * Susan Bracey ​ ​ 17,501 ​ ​ * Eric Green ​ ​ 10,000 ​ ​ * All directors and executive officers as a group (11 persons) ​ ​ 3,915,652(8) ​ ​ 8.5% * Represents less than 1%. (1) Based on Schedule 13G filed with the SEC on February 14, 2023 by Antara Capital LP, Antara Capital GP LLC, and Himanshu Gulati. The Reporting Persons have shared power to vote 2,737,453 and shared power to dispose 2,737,453. (2) Based on a Schedule 13G filed with the SEC on February 8, 2023 by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The Reporting Persons have shared power to vote 2,137,002 shares and shared power to dispose 2,137,002 shares. (3) Includes 749,000708,436 shares of common shares issuable upon the exercise of options exercisable within 60 days of May 21, 2021 as well as 48,070April 25, 2023. (4) Includes 175,000 shares granted pursuant to a restricted stock award, some or all of suchcommon shares which would be forfeited if certain conditions precedent (including continued service) are not met. issuable upon the exercise of options exercisable within 60 days of April 25, 2023. (5) (2) Includes 200,000 shares of common shares issuable upon the exercise of options exercisable within 60 days of May 21, 2021 as well as 33,246 shares granted pursuant to a restricted stock award, some or all of such shares which would be forfeited if certain conditions precedent (including continued service) are not met. April 25, 2023. (6) 25 (3) Includes 175,000149,999 shares of common shares issuable upon the exercise of options exercisable within 60 days of May 21, 2021 as well as 12,196 shares granted pursuant to a restricted stock award, some or all of such shares which would be forfeited if certain conditions precedent (including continued service) are not met. April 25, 2023. (7) (4) Includes 150,00043,872 shares of common shares issuable upon the exercise of options exercisable within 60 days of May 21, 2021 as well as 15,705 shares granted pursuant to a restricted stock award, some or all of such shares which would be forfeited if certain conditions precedent (including continued service) are not met. April 25, 2023. (8) (5) Includes 137,5001,463,094 shares of common shares issuable upon the exercise of options exercisable within 60 days of May 21, 2021. (6) Includes 50,000 shares of common shares issuable upon the exercise of options exercisable within 60 days of May 21, 2021. (7) Includes 1,731,916 shares of common shares issuable upon the exercise of options exercisable within 60 days of May 21, 2021 as well as 109,217 shares granted pursuant to a restricted stock award, some or all of such shares which would be forfeited if certain conditions precedent (including continued service) are not met. April 25, 2023. 26 TABLE OF CONTENTS Delinquent Section 16(A)16(a) Reports Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of GAN’s securities, to file initial reports of ownership and reports of changes in ownership with the SEC. Based solely upon a review of the copies ofinsiders’ forms filed with the forms furnished to GANSEC during 2022 and information involving securities transactions of which GAN is aware,representations made by the directors and executive officers, all of our officers, directors and holders of more than 10% of the outstanding securities of GAN complied with the filing requirements pursuant to Section 16(a) of the Exchange Act, with the exception of the following: (i) one late Form 4 filingswas filed by (i) each of Mses. Tiscareño, Flores, and Bracey, and Messrs. Berman, Knock, McTavish,Smurfit, Ryan, and Smurfit and Ms. Flores with respectGreen to a stock option received by each such reporting person underreport the 2020 Plan on February 26, 2021, and (ii) eachgrant of Messrs. Goldberg, McGill, and Smurfit Jr., with respect to a restricted stock award received by each such reporting person under the 2020 Plan on March 9, 2021. Theunits; (ii) one late Form 4 filingswas filed by Mr. Nesset to report four grants of stock options; (iii) one late Form 4 was filed by Mr. Chang to report two grants of restricted stock units; (iv) three late Form 4s were all filed on March 29, 2021. by Mr. Roos, two to report the grant of one stock option and one to report two grants of stock options; (v) two late Form 4s were filed by Mr. Karlsen, one to report the grant of two stock options and one to report the grant of four stock options; (vi) three late Form 4s were filed by Mr. McGill, one to report the grant of restricted stock units, another to report two grants of restricted stock units, and the third to report the purchase of shares and conversion of restricted stock units. Equity Compensation Plan Information We have one active Securities authorized for issuance under equity compensation plan,plans The following table provides information relating to our equity compensation plans as of December 31, 2022. As of December 31, 2022, we had the GAN Limited 2020 Equity Incentive Plan (the “2020 Plan”). The 2020and the GAN Limited Employee Stock Purchase Plan, provides for the grant of stock options (incentive and non-qualified), stock awards (including RSUs), stock appreciation rights and cash awards. We initially reserved an aggregate 4,400,000 ordinary shares for issuance underwhich were approved by our 2020 Plan, subject to an “evergreen” provision that increases the number of shares reserved under the 2020 Plan annually through 2029 by (a) a number of shares equal to 4% of the shares outstanding at the prior December 31, or (b) a lesser number determined by the Board of Directors. The shares reserved under the 2020 Plan are subject to adjustment for stock dividends, reorganizations, or other changes inDirectors and our capital structure. Shares underlying any portion of an award that is cancelled, terminates, expires, or lapses for any reason are generally returned to the available pool under the 2020 Plan. shareholders.   ​ ​ Equity Compensation Plans   ​ ​ Number of securities to be issued upon exercise of outstanding options, warrants and rights ​ ​ Weighted-average exercise price of outstanding options, warrants, and rights ​ ​ Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)(2)   ​ ​ (a) ​ ​ (b) ​ ​ (c) Equity compensation plans approved by shareholders ​ ​ 4,618,526 ​ ​ $13.05 ​ ​ 1,024,192 Equity compensation plans not approved by shareholders ​ ​ — ​ ​ — ​ ​ — Total ​ ​ 4,618,526 ​ ​   ​ ​ 1,024,192 26 The following table sets forth the number of ordinary shares subject to outstanding options, RSUs, warrants and other convertible securities into share rights, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2020. Plan Category   (A) Number of Shares to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)     (B) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($)     (C) Number of Shares Remaining Available For Future Issuance Under Equity Incentive Plans (Excluding Shares Reflected in Column (A))(1)   Equity compensation plans approved by shareholders     3,061,859       8.06       1,244,461   Equity compensation plans not approved by shareholders     —       —       —   Total     3,061,859               1,244,461   (1) Excludes 1,465,4141,715,768 additional ordinary shares that became available for issuance pursuant tounder the evergreen provisionGAN Limited 2020 Equity Incentive Plan on January 20, 2021.2023. (2) Excludes 100,000 additional ordinary shares that became available for issuance under the GAN Limited Employee Stock Purchase Plan on February 1, 2023. Reducing Duplicate Mailings Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one Notice of Availability or, if you have requested printed copies, only one set of printed proxy materials is delivered to multiple shareholders sharing an address.address, unless contrary instructions have been received from one or more of the shareholders. If you are a shareholder sharing an address, you can request a separate Notice of Availability or copy of the proxy materials by contacting the Broadridge Householding Department by phone at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. A separate copy will be promptly provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another shareholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting the Broadridge Householding Department at the number or address shown above. 27 TABLE OF CONTENTS Additional Information For further information about GAN, please refer to the 20202022 Annual Report. The 20202022 Annual Report is publicly available on the SEC’s website at www.sec.gov and on our website at www.gan.com. You may also obtain a copy by sending a written request to GAN Limited, 400 Spectrum Center Drive, Suite 1900, Irvine, CA 92618, Attention: Corporate Secretary. ​ ​ By Order of the Board of Directors, ​ ​ ​ ​ Sylvia Tiscareño Todd McTavish ​ ​ ​ ​ Corporate Secretary 27 28 TABLE OF CONTENTS ANNEX A EXHIBIT A GAN LIMITED EMPLOYEE STOCK PURCHASE 2020 EQUITY INCENTIVE PLAN 1. Establishment and Purpose of Plan. (as amended on July 2, 2020April 25, 2023) SECTION 1. INTRODUCTION. The Company has adopted this Plan to grant options for the purchasepurpose of the Company’s SharesPlan is to Eligible Employeespromote the long-term success of the Company and its Participating Corporations. In addition,the creation of shareholder value by offering Selected Service Providers an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, and to encourage such Selected Service Providers to continue to provide services to the Company and to attract new individuals with outstanding qualifications. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Restricted Stock Grants, Stock Units, and/or Other Equity Awards. This Plan was originally adopted on the Adoption Date and was approved by the Company’s shareholders on the Shareholder Approval Date. On the Restatement Date, the Board amended and restated the Plan authorizesas set forth herein. Capitalized terms shall have the grant of options pursuant to Foreign Plans or sub-plans or special rules adopted by the Committee designed to achieve desired tax or other objectivesmeaning provided in particular locations outside of the United States or to achieve other business objectives in the determination of the Committee, which arrangements shall not be required to comply with the requirements of Section 423 of the Code or all of the specific provisions of the Plan, including but not limited to terms relating to eligibility or Purchase Price. The Company intends this Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments to or replacements of such Code Section 423), and this Plan shall be so construed. Any term not expressly defined2 unless otherwise provided in this Plan butor any applicable Award Agreement. SECTION 2. DEFINITIONS. If a Participant’s employment agreement or Award Agreement (or other written agreement executed by and between Participant and the Company) expressly includes defined forterms that expressly are different from and/or conflict with the defined terms contained in this Plan then the defined terms contained in the employment agreement or Award Agreement (or other written agreement executed by and between Participant and the Company) shall govern and shall supersede the definitions provided in this Plan. (a) “Adoption Date” means May 4, 2020. (b) “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. For purposes of Section 423determining an individual’s “Service,” this definition shall include any entity other than a Subsidiary, if the Company, a Parent and/or one or more Subsidiaries own not less than 50% of such entity. (c) “Award” means any award of an Option, SAR, Restricted Stock Grant, Stock Unit, or Other Equity Award under the Code shall have the same definition herein. The purpose of this Plan is to provide Eligible Employees ofPlan. (d) “Award Agreement” means an agreement between the Company and Participating Corporations with a convenient meansSelected Service Provider evidencing the award of acquiring an equity interest in the Company through payroll deductions, to enhance such Employees’ sense of participation in the affairs of the Company and Participating Corporations, and to provide an incentive for continued employment. 2.Option, SAR, Restricted Stock Grant, Stock Unit, or Other Equity Award as applicable. (e) “Board Definitions. (a)       “Board” means the Board of Directors of the Company, as constituted from time to time. (f) “Cashless Exercise” means, to the extent that an Award Agreement so provides and as permitted by applicable law and in accordance with any procedures established by the Committee, an arrangement whereby payment of some or all of the aggregate Exercise Price may be made all or in part by delivery of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company. Cashless Exercise may also be utilized to satisfy an Option’s tax withholding obligations as provided in Section 15(b). (g) “Cause” means, with respect to a Participant, the occurrence of any of the following: (i) Participant’s personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit, (ii) Participant’s continuing intentional or habitual failure to perform stated duties, (iii) Participant’s violation of any law (other than minor traffic violations or similar misdemeanor offenses not involving moral turpitude), (iv) Participant’s material breach of any provision of an employment or independent contractor agreement with the Company, or (v) any other act or omission by a Participant that, in the opinion of the Committee, could reasonably be expected to adversely affect the Company Group’s business, financial condition, prospects and/or reputation. In each of the foregoing A-1 TABLE OF CONTENTS subclauses (i) through (v), whether or not a “Cause” event has occurred will be determined by the Committee in its sole discretion or, in the case of Participants who are Board members or Section 16 Persons, the Board, each of whose determination shall be final, conclusive and binding. A Participant’s Service shall be deemed to have terminated for Cause if, after the Participant’s Service has terminated, facts and circumstances are discovered that would have justified a termination for Cause, including, without limitation, violation of material Company policies or breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant. (h) “(b)       “Change in Control” means the consummation of any one or more of the following: (i) Any person, including a group as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of stock of the Company with respect to which fifty percent (50%) or more of the total number of votes for the election of the Board may be cast; or (ii) As a result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, persons who were directors of the Company just prior to such event shall cease to constitute a majority of the Board; (iii) As a result of, or (iii) The consummation of a sale in connection with, any cash tender offer, exchange offer, merger or other dispositionbusiness combination, sale of allassets or substantially all the assetscontested election, or combination of the Company; foregoing, persons who were directors of the Company just prior to such event shall cease to constitute a majority of the Board; (iv) A tender offer or exchange offer is made and consummated for the ownership of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding voting securities. A transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transactions. A-1 (i) “(c)       “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder. (j) “Committee (d)       “Committee” means the Compensation Committee of the Board or such othera committee or subcommittee of the Board, if any, duly appointed to administer the Plan and having such powers in each instance as shall be specified by the Board and as specifieddescribed in Section 4 of this Plan.3. (k) “Company (e)       “Company” means GAN Limited a Bermuda exempted company limited by shares. (l) “Company Group (f)       “Compensation” means all Form W-2 cash compensation, including, but not limited to, base salary, wages, bonuses, incentive compensation, commissions, overtime, shift premiums, plus draws against commissions; provided, however that Compensation shall not includethe Company and any long term disability or workers compensation payments, car allowances, relocation payments or expense reimbursementsParent, Subsidiary and provided further that for purposes of determining a Participant’s Compensation, any election by such Participant to reduce his or her regular cash remuneration under Sections 125 or 401(k)Affiliate of the Code shall be treated as if the Participant did not make such election.Company, now or hereafter existing. (m) “Consultant (g)       “Eligible Employee” means an individual or entity which performs bona fide services to the Company Group, other than as an Employee or Non-Employee Director. (n) “Date of Grant” means the date the Committee (or the Board, as the case may be) takes formal action designating that a Participant shall receive an Award, notwithstanding the date the Participant accepts the Award, the date the Company and the Participant enter into a written agreement with respect to the Award, or any other date. (o) “Disability” means the following: (i) For all ISOs, the permanent and total disability of a Participant within the meaning of Section 22(e)(3) of the Code; (ii) For all Awards which are considered nonqualified deferred compensation under Code Section 409A and for which payment can be made on account of the Participant’s disability, the disability of a Participant within the meaning of Section 409A of the Code; or (iii) For all other Awards, the Participant’s medically determinable physical or mental incapacitation such that for a continuous period of not less than twelve (12) months, a person is unable to engage in any substantial gainful activity or which can be expected to result in death. Any question as to the existence of that person’s physical or mental incapacitation as to which the person or person’s representative and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the person and the Company. If the person and the Company cannot agree as to a A-2 TABLE OF CONTENTS qualified independent physician, each shall appoint such a physician and those two (2) physicians shall select a third (3rd) who meetsshall make such determination in writing. The determination of Disability made in writing to the requirements set forth in Section 5Company and the person shall be final and conclusive for eligibility to participate inall purposes of the Plan.Awards. (p) “Employee (h)       “Employee” means any individual who is ana common-law employee of the Company orGroup. An employee who is also serving as a Participating Corporation. Whether an individual qualifies as an Employee shall be determined by the Committee, in its sole discretion. The Committee shall be guided by the provisions of Treasury Regulation Section 1.421-1 and Section 3401(c)member of the Code and the Treasury Regulations thereunder, with the intent that the Plan cover all “employees” within the meaning of those provisions other than those who are not eligible to participate in the Plan; provided, however, that any determinations regarding whether an individualBoard is an Employee shall be prospective only, unless otherwise determined by the Committee. Unless the Committee makes a contrary determination (except as otherwise provided in Section 13), the Employees of the Company shall, for all purposes of this Plan, be those individuals who are carried as employees of the Company or a Participating Corporation for regular payroll purposes. Plan. (q) “(i)       “Exchange Act” means the United States Securities Exchange Act of 1934, as amended. (r) “Exercise Price (j)       “” means, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Award Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable Award Agreement, which is subtracted from the Fair Market Value in determining the amount payable to a Participant upon exercise of such SAR. (s) “Fair Market Value” means the market price of a Share, determined by the Committee as follows: (i) If the Shares were traded on a stock exchange (such as the NYSE, NYSE Amex, the NASDAQ Global Market or NASDAQ Capital Market) at the time of determination, then the Fair Market Value shall be equal to the regular session closing price for such stock as reported by such exchange (or the exchange or market with the greatest volume of trading in the Shares) on the most recent trading date prior to the date of determination; (ii) If the Shares were traded on the OTC Bulletin Board at the time of determination, then the Fair Market Value shall be equal to the last-sale price reported by the OTC Bulletin Board on the most recent trading date prior to the for such date; and (iii) If neither of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith using a reasonable application of a reasonable valuation method as the Committee deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported by the applicable exchange or the OTC Bulletin Board, as applicable, or a nationally recognized publisher of stock prices or quotations (including an electronic on-line publication). Such determination shall be conclusive and binding on all persons. A-2 (t) “(k)       “First Purchase PeriodFiscal Year” means the first (and only) Purchase Period within the First Offering Period,Company’s fiscal year. (u) “GAAP” means United States generally accepted accounting principles as established by the Committee under the Plan in accordance with Section 6.Financial Accounting Standards Board. (v) “Incentive Stock Option ” or “(l)       “First Offering DateISO” means the Offering Date for the First Offering Period. (m)       “First Offering Period” means the first Offering Period established by the Committee under the Planan incentive stock option described in accordance withCode Section 6.422. (w) “ISO Limit (n)       “Foreign Plan” means a substantially similar plan as this Plan for Employees resident outside the United States which the Board or the Committee may implement at such time as it deems necessary. Unless otherwise expressed in a Foreign Plan or as required by applicable laws, each Foreign Plan shall be a sub-plan of this Plan and not a separate plan. (o)       “Maximum Share Amount” means the maximum aggregate number of Shares that are permitted to be issued pursuant to the exercise of ISOs granted under the Plan as described in Section 5(a). (x) “Net Exercise” means, to the extent that an Award Agreement so provides and as permitted by applicable law, an arrangement pursuant to which the number of Shares issued to the Optionee in connection with the Optionee’s exercise of the Option will be reduced by the Company’s retention of a portion of such Shares. Upon such a net exercise of an Option, the Optionee will receive a net number of Shares that is equal to (i) the number of Shares as to which the Option is being exercised minus (ii) the quotient (rounded down to the nearest whole number) of the aggregate Exercise Price of the Shares being exercised divided by the Fair Market Value of a Share on the Option exercise date. The number of Shares covered by clause (ii) will be retained by the Company and not delivered to the Optionee. No fractional Shares will be created as a result of a Net Exercise and the Optionee must contemporaneously pay for any portion of the aggregate Exercise Price that is not covered by the Shares retained by the Company under clause (ii). The number of Shares delivered to the Optionee may be purchased by any Employee during any single Offering Period, as specified by the Committee, in its sole discretion. (p)       “Newfurther reduced if Net Exercise Dateis utilized under Section 15(b) to satisfy applicable tax withholding obligations. (y) “Non-Employee Director” means a new Purchase Date ifmember of the Committee shortens any Offering Period then in progress.Board who is not an Employee. (z) “Nonstatutory Stock Option (q)       “Notice Period” means the period that is within two (2) years from the Offering Date or within one (1) year from the Purchase Date during which Shares were purchased pursuant to this Plan.“NSO (r)       “Offering Period” means a period, established by the Committee in accordance with Section 6, during whichstock option that is not an offering of Shares pursuant to the Plan is outstanding. For purposes of this Plan, the Committee may designate separate Offering PeriodsISO. (aa) “Option” means an ISO or NSO granted under the Plan (the termsentitling the Optionee to purchase a specified number of Shares, at such times and applying a specified Exercise Price, as provided in the applicable Award Agreement. (bb) “Optionee” means an individual, estate or other entity that holds an Option. A-3 TABLE OF CONTENTS (cc) “Other Equity Award” means an award (other than an Option, SAR, Stock Unit, or Restricted Stock Grant) which need not be identical)derives its value from the value of Shares and/or from increases in which Eligible Employeesthe value of oneShares. (dd) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing fifty percent (50%) or more of the Company or any Participating Corporations may participate, even if the datestotal combined voting power of all classes of stock in one of the applicable Offering Periods are identical. (s)       “Offering Date” meansother corporations in such chain. A corporation that attains the first Trading Daystatus of each Offering Period. (t)       “Parent” means a “parent corporation”Parent on a date after the Adoption Date shall be considered a Parent commencing as defined in Section 424(e) of the Code.such date. (ee) “Participant (u)       “Participant” means an Eligible Employee who has become a Participant inindividual or estate or other entity that holds an Offering Period in accordance with Section 7 and remains a Participant in accordance with the Plan.Award. (ff) “Plan (v)       “Participating Corporation” is a Parent or Subsidiary that the Board or Committee in its discretion designates from time to time as a corporation that shall participate in this Plan. (w)       “Plan” means this GAN Limited Employee Stock Purchase2020 Equity Incentive Plan as it may be amended from time to time. (gg) “Prior Plan Award (x)       “Purchase Date” means, for any Offering Period, the last Trading Day of each Purchase Period occurring within such Offering Period. (y)       “Purchase Period” means a period, established by the CommitteeSubstitute Award for a share option that was granted under a Prior Plan and which option has been assumed under this Plan in accordance with Section 6, included within an Offering Period. If6(e). It is intended that the exercise price and number of shares (after adjustment for any exchange ratio and currency conversion), vesting, and option term of any Prior Plan Awards shall generally be the same in the applicable Substitute Award provided however that the other terms and conditions of the Plan and Substitute Award Agreement shall govern the Option that replaces the Prior Plan Award. (hh) “Prior Plans” means collectively the GAN plc Share Option Plan 2019 and the GAN plc Share Option Plan 2017, and the Game Account Share Option Plan 2013, each as in effect immediately before the Adoption Date. (ii) “Qualified Note” means a recourse note, with a fixed market rate of interest, that may, at the discretion of the Committee, determines that there will only be one Purchase Period within an Offering Period then such Purchase Period shall have the same beginning and ending dates as that Offering Period.secured by Shares or otherwise. (jj) “Re-Load Option (z)       “Purchase Price” means a new Option or SAR that is automatically granted to a Participant as result of such Participant’s exercise of an Option or SAR. (kk) “Re-Price” means that the price at whichCompany has lowered or reduced the Exercise Price of outstanding Options and/or outstanding SARs and/or outstanding Other Equity Awards for any Participant(s) in a Share may be purchasedmanner described by SEC Regulation S-K Item 402(d)(2)(viii) (or as described in any successor provision(s) or definition(s)). For avoidance of doubt, Re-Price also includes any exchange of Options or SARs for other Awards or cash. (ll) “Restatement Date” means July 2, 2020. (mm) “Restricted Stock Grant” means Shares awarded under the Plan as determinedprovided in accordance with Section 9.the applicable Award Agreement. (nn) “Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. (oo) “(aa)     “SEC” means the United States Securities and Exchange Commission. A-3 (pp) “Section 16 Persons” means those officers, directors or other persons who are subject to Section 16 of the Exchange Act. (qq) “(bb)     “Securities Act” means the United States Securities Act of 1933, as amended. (rr) “Selected Service Provider” means an Employee, Consultant, or Non-Employee Director who has been selected by the Committee to receive an Award under the Plan. (ss) “Separation From Service” has the meaning provided to such term under Code Section 409A and the regulations promulgated thereunder. (tt) “Service” means uninterrupted service as an Employee, Non-Employee Director or Consultant. Service will be deemed terminated as soon as the entity to which Service is being provided is no longer a member of the Company Group. A Participant’s Service does not terminate if he or she is a common-law employee and goes on a bona fide leave of absence that was approved by the Company Group in writing and the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, for purposes of determining whether an Employee’s outstanding ISOs are eligible to continue to qualify as ISOs (and not become NSOs), an Employee’s Service will be treated as terminating three (3) months after such Employee went on leave, unless such Employee’s right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. The Committee A-4 TABLE OF CONTENTS determines which leaves count toward Service, and when Service commences and terminates for all purposes under the Plan. For avoidance of doubt, a Participant’s Service shall not be deemed terminated if the Committee determines that (i) a transition of employment to service with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary or Parent or Affiliate in which the Company or a Subsidiary or Parent or Affiliate is a party is not considered a termination of Service, (ii) the Participant transfers between service as an Employee and service as a Consultant or other personal service provider (or vice versa), or (iii) the Participant transfers between service as an Employee and that of a Non-Employee Director (or vice versa). The Committee may determine whether any Company transaction, such as a sale or spin-off of a division or subsidiary that employs a Participant, shall be deemed to result in termination of Service for purposes of any affected Awards, and the Committee’s decision shall be final, conclusive and binding. (uu) “(cc)     “Share” means one ordinary share of the Company, par value of $0.01, and any other securities into which such shares are changed, for which such shares are exchanged or which may be issued in respect thereof. (vv) “(dd)     “Share Limit” means the totalmaximum aggregate number of Shares reserved and available for issuance pursuantthat are permitted to thisbe issued under the Plan as specifieddescribed in Section 3 of5(a). (ww) “Shareholder Approval Date” means the date that the Company’s shareholders approve this Plan, subject to adjustments effected in accordance with Section 15 of this Plan. (xx) “Specified Employee (ee)     “Subsidiary” means a “subsidiary corporation”Participant who is considered a “specified employee” within the meaning of Code Section 409A. (yy) “Stock Appreciation Right” or “SAR” means a stock appreciation right awarded under the Plan which provides the holder with a right to potentially receive, in cash and/or Shares, value with respect to a specific number of Shares, as definedprovided in Section 424(f)the applicable Award Agreement. (zz) “Stock Unit” means a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan, as provided in the applicable Award Agreement. (aaa) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the Code.corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the Adoption Date shall be considered a Subsidiary commencing as of such date. (bbb) “Substitute Awards ” means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by a Company Group member or with which any member of the Company Group combines. (ccc) “(ff)     “Successor CompanyTermination Date” means the surviving company, the successor company, the acquiring company or its parent, as applicable, in connection withdate on which a Change in Control.Participant’s Service terminates. (ddd) “10-Percent Shareholder (gg)    “Trading Day” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any day on whichof its Subsidiaries. In determining stock ownership, the exchange(s) or market(s) on which Shares are listed is open for trading. 3. Number of Shares. The Share Limitattribution rules of Section 424(d) of the Code shall be 300,000 Shares, subjectapplied. SECTION 3. ADMINISTRATION. (a) Committee Composition. A Committee (or Committees) appointed by the Board (or its Compensation Committee) shall administer the Plan. Unless the Board provides otherwise, the Board’s Compensation Committee (or a comparable committee of the Board) shall be the Committee. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to adjustments effected in accordance withthe Committee. To the extent required to enable Awards to be exempt from liability under Section 1516(b) of this Plan. the Exchange Act, the Committee shall have membership composition which enables Awards to Section 16 Persons to qualify as exempt from liability under Section 16(b) of the Exchange Act. The Board or the Committee may at such time as it deems necessary implement a Foreignalso appoint one or more separate committees of the Board, each composed of one or more directors of the Company who need not qualify under Rule 16b-3, that may administer the Plan or a sub-plan, in which case the Share Limit shall be reduced by the number of Shares issuedwith respect to Selected Service Providers who are not Section 16 Persons, may grant Awards under the Foreign Plan to such Selected Service Providers and may determine all terms of such Awards. To the extent permitted by applicable law, the Board may also appoint a committee, composed of one or sub-plan. Shares issued under this Plan may consist, in whole or in part, of authorized and unissued Shares or treasury shares reacquired in private transactions or open market purchases, but all Shares issued under this Plan and a Foreign Plan or a sub-plan shall be counted against the Share Limit. Subject to adjustment as provided in Section 15, the Share Limit shall be increased on February 1, 2022 and on each subsequent February 1 through and including February 1, 2030, by a number of Shares (the “Annual Increase”) equal to the lesser of (i) 0.25 percentmore officers of the number of Shares issued and outstanding on the immediately preceding December 31st, or (ii) 100,000 Shares, or (iii) an amount (whichCompany, that may be zero) determinedauthorize Awards to Employees (who are not Section 16 Persons) within parameters specified by the Board orand consistent with any limitations imposed by applicable law. A-5 TABLE OF CONTENTS A majority of the Committee. 4. Administration. This Planmembers of the Committee shall constitute a quorum for the transaction of business. Action approved in writing by a majority of the members of the Committee then serving shall be administeredas effective as if the action had been taken by unanimous vote at a meeting duly called and held. (b) Authority of the Committee.Committee. Subject to the provisions of thisthe Plan, the Committee shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include without limitation: (i) determining Selected Service Providers who are to receive Awards under the Plan; (ii) determining the type, number, vesting requirements, and their degree of satisfaction, and other features and conditions of such Awards and amending such Awards; (iii) correcting any defect, supplying any omission, or reconciling or clarifying any inconsistency in the Plan or any Award Agreement; (iv) accelerating the vesting or extending the post-termination exercise term, or waiving restrictions, of Awards at any time and under such terms and conditions as it deems appropriate; (v) permitting or denying, in its discretion, a Participant’s request to transfer an Award; (vi) permitting or requiring, in its discretion, a Participant to use Cashless Exercise, Net Exercise and/or Share withholding; (vii) interpreting the Plan and any Award Agreements; (viii) making all other decisions relating to the limitations of Section 423operation of the Code, all questionsPlan; (ix) making such modifications to the Plan as are necessary to effectuate the intent of interpretationthe Plan as a result of any changes in the income tax, accounting, or applicationsecurities law treatment of thisParticipants and the Plan; and (x) granting Awards to Selected Service Providers who are foreign nationals on such terms and conditions different from those specified in the Plan, which may be necessary or desirable to foster and promote achievement of the purposes of the Plan, and adopting such modifications, procedures, and/or subplans (with any such subplans attached as appendices to the Plan) and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, or to meet the requirements that permit the Plan to operate in a qualified or tax efficient manner, and/or comply with applicable foreign laws or regulations. The Committee may adopt such rules or guidelines, as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be determined by the Committee and its decisions shall be final, conclusive and binding uponon all persons. The Committee’s decisions and determinations need not be uniform and may be made selectively among Participants in the Committee’s sole discretion. The Committee’s decisions and determinations will be afforded the maximum deference provided by applicable law. Additionally, any inquiries regarding eligibility to participate in The Company shall effect the granting of Awards under the Plan shall be directedin accordance with the determinations made by the Committee, by execution of instruments in writing in such form as approved by the Committee. The Committee may not increase an Award once granted, although it may grant additional Awards to the same Participant. The Committee whose decision shall be finalkeep the Board informed as to its actions and binding. Notwithstanding any provisionmake available to the contrary in thisBoard its books and records. Although the Committee has the authority to establish and administer the Plan, the Board reserves the right at any time to abolish the Committee may adopt rules or procedures relating to the operation and administration ofadminister the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States. Without limiting the generality of the foregoing, the Committee is specifically authorized to: i.       determine eligibility to participate in the Plan ii.       determine the Participating Corporations, Offering Periods, Purchase Periods, Purchase Price and any discount from the Fair Market Value in setting the Purchase Price; iii.       determine the minimum and maximum rate of payroll deductions accumulated for the Purchase Price of Shares; iv.       limit the frequency and/or number of changes in the amount withheld during an Offering Period; A-4 itself. v.       permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections; vi.       establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly correspond with amounts withheld from the Participant’s Compensation; vii.       establish rules and procedures regarding the definition of Compensation, handling of payroll deductions, the submission of contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, and withholding procedures and handling of stock certificates which vary with local requirements; and viii.       establish such other limitations or procedures as the Committee determines in its sole discretion advisable which are consistent with the Plan. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration and carrying out of this Plan shall be paid by the Company. (c) Indemnification. To the maximum extent permitted by applicable law, each member of the Committee, or of the Board, or any persons who are delegated by the Board or Committee to perform administrative functions in connection with the Plan, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle A-6 TABLE OF CONTENTS and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Memorandum of Association or Bye-laws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. 5. Eligibility. SECTION 4. GENERAL. (a) Any EmployeeGeneral Eligibility. Only Employees, Consultants, and Non-Employee Directors shall be eligible for designation as Selected Service Providers by the Committee. (b) Incentive Stock Options. Only Selected Service Providers who are common-law employees of the Company, a Parent or Participating Corporationsa Subsidiary shall be eligible for the grant of ISOs. In addition, a Selected Service Provider who together with any other person whose stock wouldis a 10-Percent Shareholder shall not be attributed to such Employee pursuant toeligible for the grant of an ISO unless the requirements set forth in Section 424(d)422(c)(5) of the Code owns stock or holds optionsare satisfied. If and to purchase stock possessing five percent (5%) or morethe extent that any Shares are issued under a portion of any Option that exceeds the $100,000 limitation of Section 422 of the total combined voting power or value of all classes of stock ofCode, such Shares shall not be treated as issued under an ISO notwithstanding any designation otherwise. Certain decisions, amendments, interpretations and actions by the Company or Committee and certain actions by a Participant may cause an Option to cease to qualify as an ISO pursuant to the Code and by accepting an Option Award, the Participant agrees in advance to such disqualifying action(s). (c) Restrictions on Shares. Any Shares issued pursuant to an Award shall be subject to such Company policies, rights of repurchase, rights of first refusal and other transfer restrictions as the Committee may determine. Such restrictions shall apply in addition to any restrictions that may apply to holders of its Participating Corporations or who,Shares generally and shall also comply to the extent necessary with applicable law. In no event shall the Company be required to issue fractional Shares under this Plan. (d) No Rights as a resultShareholder. A Participant, or a transferee of being granted an option under this Plan with respect to such Offering Period, would own stocka Participant, shall have no rights as a shareholder (including without limitation voting rights or hold options to purchase stock possessing five percent (5%)dividend or more of the total combined voting power or value of all classes of stock of the Company or any of its Participating Corporations shall not be permitted to participate in any Offering Period under the Plan. (b)       Subject to Section 5(a), any Employee of the Company or the Participating Corporations is eligible to participate in an Offering Period under this Plan except the following may be excluded by the Companydistribution rights) with respect to any particular Offering Period: i. Employees who are not employed by the Company or a Participating Corporation prior to the beginning of such Offering Period or prior to such other time period as specified by the Committee; A-5 Shares covered by an Award until such person becomes entitled to receive such Shares, has satisfied any applicable withholding or tax obligations relating to the Award and the Shares have been issued to the Participant. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such Shares are issued, except as expressly provided in Section 12. ii. Employees who have been employed for less than two (2) years; iii. Employees who are customarily employed for twenty (20) hours or less per week; iv. Employees who are customarily employed for five (5) months or less in a calendar year; v. Highly compensated employees as defined in section 414(q) of the Code and within the limitations described in Treasury Regulation Section 1.423-2(e)(2)(ii); and vi. Employees who reside in countries for whom such Employees’ participation in the Plan would result in a violation under any applicable laws of such country of residence or if compliance with such other laws would cause the Plan (or any offering under the Plan) to violate the requirements of Code Section 423. (c)       The Company(e) Termination of Service. Unless the applicable Award Agreement or employment agreement provides otherwise (and in such case, the Award or employment agreement shall determine in good faithgovern as to the consequences of a termination of Service for such Awards), the following rules shall govern the vesting, exercisability and term of outstanding Awards held by a Participant in the exerciseevent of its discretion whether an individual has become or has ceased to be an Employee or an Eligible Employee and the effective date of such individual’s attainment or termination of such status,Participant’s Service (in all cases subject to the term of the Option or SAR or Other Equity Award as applicable): (i) if the case may be. For purposesService of an individual’s participation in ora Participant is terminated for Cause, then all of his/her then-outstanding Options, SARs, and unvested portions of all other rights, if any, under the PlanAwards shall terminate and be forfeited immediately without consideration as of the timeTermination Date; (ii) if the Service of Participant is terminated due to Participant’s death or Disability, then the vested portions of his/her then-outstanding Options/SARs/Other Equity Awards may be exercised by such Participant or his or her personal representative within twelve months after the Termination Date and all unvested portions of all then-outstanding Awards shall be forfeited without consideration as of the Company’s determinationTermination Date; and (iii) if the Service of whetherParticipant is terminated for any reason other than for Cause or notdeath or Disability, then the individual is an Employee,vested portion of his/her then-outstanding Options/SARs/Other Equity Awards may be exercised by such Participant or his or her personal representative within three months after the Termination Date and all such determinations by the Companyunvested portions of all then-outstanding Awards shall be final, binding and conclusiveforfeited without consideration as to such rights, if any, notwithstanding thatof the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee. (d)       Pursuant toTermination Date. (f) Code Section 5(b)(ii) but subject409A. Notwithstanding anything in the Plan to the Committee’s discretioncontrary, the Plan and Awards granted hereunder are intended to modify this requirement inbe exempt from or comply with the future, the Committee has determined that all Employees must have completed at least three monthsrequirements of continuous employment before becoming eligible to participate in the Plan. For avoidance of doubt, such employment requirement must have been satisfied before an Offering Date in order for an Employee to participate in the applicable Offering Period. 6. Offering Dates. Except as otherwise provided below, an Offering PeriodCode Section 409A and shall be interpreted in a manner consistent with such intention. In the event that any provision of a three (3) month duration commencing onthe Plan or about April, July, October and January of each year, respectively (or at such other time or times as may bean Award Agreement is determined by the BoardCommittee to not comply with the applicable requirements of Code Section 409A or the Committee), or suchapplicable regulations and other duration asguidance issued thereunder, the Committee shall determine. Within each Offering Period, there may be one or more consecutive Purchase Periods each of such number and duration as may be determined by the Board or the Committee and which shall cover the entire duration of the Offering Period. Notwithstanding the foregoing, unless the Committee determines otherwise, the First Offering Period and First Purchase Period shall each commence on April 1, 2021 and the First Offering Period and First Purchase Period shall each end on July 1, 2021. The Committee shall have the powerauthority to establish additional or alternative sequential or overlapping Offering Periods, a different duration for one or more Offering Periods or Purchase Periods, or different Offering Datestake such actions and Purchase Dates without shareholder approval if such change is implemented prior to the relevant Offering Period or Purchase Period (as applicable) or prior to such other time period as specified by the Committee. Notwithstanding anything to the contrary, the duration of any Offering Period shall not exceed twenty-seven (27) months. 7. Participation in this Plan. (a)       Eligible Employees may become Participants in an Offering Period under this Plan on the Offering Date, after satisfying the eligibility requirements, by delivering a subscription agreement to the Company prior to such Offering Date, or such other time period as specified by the Committee. Enrollment will become effective upon the first day of an Offering Period. An Eligible Employee who does not deliver a subscription agreement to the Company after becoming eligible to participate in an Offering Period shall not participate in that Offering Period or any subsequent Offering Period unless such Employee enrolls in this Plan by delivering a subscription agreement with the Company prior to such Offering Period, or such other time period as specified by the Committee. Once an Employee becomes a Participant in an Offering Period, such Employee shall automatically participate in the Offering Period commencing immediately following the last day of the prior Offering Period unless the Employee withdraws or is deemed to withdraw from this Plan or terminates further participation in the Offering Period as set forth in Section 12 below. Such Participant is not required to file any additional subscription agreement in order to continue participation in this Plan. A-6 (b)       To the extent permitted by applicable laws or as otherwise provided by the Committee, if the Fair Market Value of a Share on any Offering Date is less than the Fair Market Value of a Share for the immediately preceding Offering Period’s Offering Date, then all Participants in the immediately preceding Offering Period shall, after purchasing Shares on the applicable Purchase Date for such immediately preceding Offering Period, be automatically enrolled in the immediately following Offering Period (and removed from the immediately preceding Offering Period). 8. Grant of Option on Enrollment. Enrollment by an Eligible Employee in this Plan with respect to an Offering Period shall constitute the grant (as of the Offering Date) by the Company to such Employee of an option to purchase on the Purchase Date up to that whole number of Shares determined by a fraction, the numerator of which is the amount accumulated in such Employee’s payroll deduction account during such Purchase Period and the denominator of which is the per share Purchase Price provided under Section 9. The number of Shares subject to any option granted pursuant to this Plan shall not exceed the lesser of the purchase limits specified in Sections 11(a), 11(b) and 11(c) below. Notwithstanding the foregoing, in the event of a change in generally accepted accounting principles which would adversely affect the accounting treatment applicable to any current Offering Period, the Committee may make such changes to the number of Shares purchased atPlan or an Award Agreement as the end of the Purchase Period or the Purchase Price paid as are allowable under generally accepted accounting principles and as itCommittee deems necessary in the sole discretion of the Committee to avoid or minimize adverse accounting consequences. 9. Purchase Price. The Purchase Price per Share at which a Sharecomply with such requirements. Any payment made pursuant to any Award shall be sold in any Purchase Period shall be established by the Committee; provided, however, that the Purchase Price on each Purchase Date shallconsidered a separate payment A-7 TABLE OF CONTENTS and not be less than eighty-five percent (85%) of the lesser of the Fair Market Valueone of a Share on the (i) Offering Date or (ii) Purchase Date (but in no event less than the par valueseries of a Share). Unless otherwise provided by the Committee, the Purchase Pricepayments for each Purchase Period shall be eighty-five percent (85%)purposes of the lesser of the Fair Market Value of a Share on the (i) Offering Date or (ii) Purchase Date (but in no event less than the par value of a Share). 10. Payment Of Purchase Price; Changes In Payroll Deductions; Issuance Of Shares. (a)       The Purchase Price of the Shares will be paid by accumulated regular payroll deductions made by a Participant during each Purchase Period. Payroll deductions are made as a percentage of the Participant’s Compensation in one percent (1%) increments, not less than one percent (1%), nor greater than fifteen percent (15%), or such lower limit set by the Committee. Except as otherwise provided in this Plan, payroll deductions shall commence on the first payday of the Offering Period and shall continue to the end of the Offering Period unless sooner altered or terminated as provided in this Plan. A-7 (b)       A Participant may increase or decrease the rate of payroll deductions during an Offering Period (but not below one percent (1%) of Compensation or not above any maximum percentage of Compensation established by the Committee, which limits may be subsequently changed by the Committee in its sole discretion) by filing with the Company a new authorization for payroll deductions, in which case the new rate shall become effective for the next full payroll period commencing five (5) business days after the Company’s receipt of the authorization (unless the Company, in its sole discretion, elects to process a given change in payroll deduction rate more quickly) and shall continue for the remainder of the Offering Period unless changed as described below. Such increase or decrease in the rate of payroll deductions may be made at any time during an Offering Period, but not more than one (1) change to increase and one (1) change to decrease deductions may be made effective during any Offering Period; provided however that a change to decrease payroll deductions to zero shall be governed byCode Section 10(d) below. A Participant may increase or decrease the rate of payroll deductions for any subsequent Offering Period by filing with the Company a new authorization for payroll deductions prior to the beginning of such Offering Period, or such other time period as specified by the Committee. If a Participant has not followed such procedures to change the rate of payroll deductions, the rate of his or her payroll deductions will continue at the originally elected rate throughout the Offering Period and future Offering Periods (unless correctly changed as provided in this Section 10(b) or terminated as provided in Section 12). (c)409A. Notwithstanding the foregoing or anything elsewhere in the Plan or an Award Agreement to the contrary, if upon a Participant’s Separation From Service he/she is then a Specified Employee, then solely to the extent necessary to comply with Code Section 423(b)(8)409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such Separation From Service under this Plan until the earlier of (i) the first business day of the seventh month following the Participant’s Separation From Service, or (ii) ten (10) days after the Company receives written confirmation of the Participant’s death. Any such delayed payments shall be made without interest. While it is intended that all payments and benefits provided under the Plan or an Award will be exempt from or comply with Code Section 409A, the Company makes no representation or covenant to ensure that the payments under the Plan or an Award are exempt from or compliant with Code Section 409A. In no event whatsoever shall the Company be liable if a payment or benefit under the Plan or an Award is challenged by any taxing authority or for any additional tax, interest or penalties that may be imposed on a Participant by Code Section 409A or any damages for failing to comply with Code Section 409A. The Participant will be entirely responsible for any and all taxes on any benefits payable to such Participant as a result of the Plan or an Award. If the applicable Award Agreement or Participant’s employment agreement provides for Code Section 11(a)409A related provisions other than what is specified above in this Section 4(f), then such provisions in the Award or employment agreement shall govern. (g) Suspension or Termination of Awards. If at any time (including after a notice of exercise has been delivered) the Committee (or the Board), reasonably believes that a Participant has committed an act of Cause (which includes a failure to act), the Committee (or Board) may decreasesuspend the Participant’s right to exercise any Award (or vesting or settlement of any Award) pending a determination of whether there was in fact an act of Cause. If the Committee (or the Board) determines a Participant has committed an act of Cause, neither the Participant nor his or her estate shall be entitled to exercise any outstanding Award whatsoever and all of Participant’s payroll deductionsoutstanding Awards shall then terminate without consideration. Any determination by the Committee (or the Board) with respect to zero percent (0%)the foregoing shall be final, conclusive and binding on all interested parties. (h) Electronic Communications. Subject to compliance with applicable law and/or regulations, an Award Agreement or other documentation or notices relating to the Plan and/or Awards may be communicated to Participants (and executed by Participants) by electronic media. (i) Unfunded Plan. The Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are granted Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time duringbe represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company or the Committee be deemed to be a Purchase Period. Subjecttrustee of stock or cash to Section 423(b)(8)be awarded under the Plan. (j) Liability of Company. The Company (or members of the CodeBoard or Committee) shall not be liable to a Participant or other persons as to: (i) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and Section 11(a), payroll deductions which havesale of any Shares hereunder; and (ii) any unexpected or adverse tax consequence or any tax consequence expected, but not realized, by any Participant or other person due to the grant, receipt, exercise or settlement of any Award granted hereunder. (k) Reformation. In the event any provision of this Plan shall be held illegal or invalid for any reason, such provisions will be reformed by the Board if possible and to the extent needed in order to be held legal and valid. If it is not possible to reform the illegal or invalid provisions then the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been decreasedincluded. (l) Payment of Non-Employee Director Cash Fees with Equity Awards. If the Board affirmatively decides to zero percent (0%)authorize such a process, each Non-Employee Director may elect to receive a Restricted Stock Grant (or Stock Units) issued under the Plan in lieu of payment of all or a portion of his or her annual cash retainer and/or any other cash fees including without limitation meeting fees, committee service fees and participation fees. Any such elections made by a Non-Employee Director shall be effected no later than the time permitted by applicable law and in accordance with the Company’s insider trading policies and/or other policies. The aggregate Date of Grant fair market value of any Restricted Stock Grants or Stock Units issued pursuant to this Section 10(c) will recommence at4(l) is intended to be equivalent A-8 TABLE OF CONTENTS to the rate originally elected by the Participant effective asvalue of the beginning of the first Purchase Period which is scheduledforegone cash fees. Any cash fees not elected to end in the following calendar year, unless terminated by the Participantbe received as provided in Section 12. (d)       A Participant may reduce hisa Restricted Stock Grant or her payroll deduction percentage to zero during an Offering Period by filing with the Company a request for cessation of payroll deductions. Such reduction shall become effective for the next full payroll period commencing five (5) business days after the Company’s receipt of the request and no further payroll deductionsStock Units shall be made for the duration of the Offering Period. Payroll deductions credited to the Participant’s account prior to the effective date of the request shall be used to purchase Sharespayable in cash in accordance with the Company’s standard payment procedures. The Board in its discretion shall determine the terms, conditions and procedures for implementing this Section 10(f) below. A Participant4(l) and may not resume making payroll deductions during the Offering Period in which healso modify or she reduced histerminate its operation at any time. (m) Successor Provision. Any reference to a statute, rule or her payroll deductions to zero. (e)       All payroll deductions made for a Participant are credited to his or her account under this Plan and are deposited with the general funds of the Company. No interest accrues on the payroll deductions, except as may be required by applicable law, as determined by the Committee, and if so required by the laws of a particular jurisdiction. All payroll deductions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. (f)       On each Purchase Date, for so long as this Plan remains in effect and provided that the Participant has not submitted a signed and completed withdrawal form before that date (which notifies the Company that the Participant wishes to withdraw from that Offering Period under this Plan and have all payroll deductions accumulated in the account maintained on behalf of the Participant, as of that date returned to the Participant), the Company shall apply the funds then in the Participant’s account to the purchase of whole Shares reserved under the option granted to such Participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The Purchase Price per Share shall be as specified in Section 9 of this Plan. Any amount remaining in a Participant’s account on a Purchase Date which is less than the amount necessary to purchase a full Share shall be carried forward, without interest, into the next Purchase Period, as the case may be. In the event that this Plan has been oversubscribed, all funds not used to purchase Shares on the Purchase Date shall be returned to the Participant, without interest. No Shares shall be purchased on a Purchase Date on behalf of any Employee whose participation in this Plan has terminated prior to such Purchase Date. A-8 (g)       As soon as reasonably practicable after the Purchase Date, the Company will arrange the delivery to each Participant of the Shares purchased upon exercise of his or her option in a form determined by the Committee (in its sole discretion) and pursuant to rules established by the Committee. The Company may permit or require that the Shares be deposited directly with a broker designated by the Companyregulation, or to a designated agentsection of the Company,a statute, rule or regulation, is a reference to that statute, rule, regulation, or section as amended from time to time, both before and the Company may utilize electronic or automated methods of share transfer. The Company may require that the Shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such Shares. (h)       During a Participant’s lifetime, his or her option to purchase Shares hereunder is exercisable only by him or her. The Participant shall have no interest or voting, dividend or other shareholder rights with respect to the Shares covered by his or her option until such option has been exercised and the Shares underlying such option have been delivered to the Participant. 11. Limitations on Shares to be Purchased. (a)       No Participant shall be permitted to purchase stock under this Plan at a rate which, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company or any Parent or Subsidiary, exceeds $25,000 in Fair Market Value, determined as of the Offering Date (or such other limit as may be imposed by the Code) for each calendar year in which such option is outstanding at any time. The Company shall automatically suspend the payroll deductions of any Participant as necessary to enforce such limit provided that when the Company automatically resumes such payroll deductions, the Company must apply the rate in effect immediately prior to such suspension. (b)       No Participant shall be permitted to purchase on a Purchase Date an amount of Shares that would cause the Maximum Share Amount for the applicable Offering Period to be exceeded by such Participant and the number of Shares that the Participant can purchase shall be limited solely to the extent necessary so that the Maximum Share Amount is not exceeded. Prior to the commencement of any Offering Period or prior to such time period as specified by the Committee, the Committee may, in its sole discretion, set a Maximum Share Amount or change the Maximum Share Amount. Unless the Committee provides otherwise, the Plan’s initial Maximum Share Amount for the First Offering Period shall equal 5,000 Shares. If a new Maximum Share Amount is set, then all Participants must be notified of such Maximum Share Amount prior to the commencement of the next Offering Period. The Maximum Share Amount shall continue to apply with respect to all succeeding Offering Periods unless revised by the Committee as set forth above. (c)       If the number of Shares to be purchased on a Purchase Date by all Eligible Employees participating in this Plan exceeds the number of Shares then available for issuance under this Plan, then the Committee shall make a pro rata allocation of the remaining Shares in as uniform a manner as shall be reasonably practicable and as the Committee in its sole discretion shall determine to be equitable, and either continue all Offering Periods then in effect or terminate all Offering Periods then in effect pursuant to Section 27. In such event, the Company shall give written notice of such reduction of the number of Shares to be purchased under a Participant’s option to each Participant affected. (d)��      Any payroll deductions accumulated in a Participant’s account which are not used to purchase Shares due to the limitations in this Section 11 shall be returned to the Participant as soon as practicable after the end of the applicable Purchase Period, without interest. 12. Withdrawal. (a)       Each Participant may withdraw from an Offering Period under this Plan by signingAdoption Date and delivering to the Company a written notice to that effect on a form provided for such purpose. Such withdrawal may be elected atincluding any time at least five (5) days prior to the end of an Offering Period, or such other time period as specified by the Committee. A-9 successor provisions. (b)       Upon withdrawal from this Plan, all of the accumulated payroll deductions shall be returned to the withdrawn Participant, without interest, and his or her interest in this Plan shall automatically terminate and no further payroll deductions for the purchase of Shares will be made for such Offering Period. In the event a Participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new authorization for payroll deductions in the same manner as set forth in Section 7 above for initial participation in this Plan. 13. Termination of Employment. Termination of a Participant’s employment for any reason, including retirement, death or the failure of a Participant to remain an Eligible Employee of the Company or of a Participating Corporation, shall immediately terminate his or her participation in this(n) Governing Law. This Plan and the Participant’s option to purchase will automatically terminate. In such event, the payroll deductions credited to the Participant’s account shall be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest. For purposes of this Section 13, an Employee shall not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Corporation in the case of sick leave, military leave, or any other leave of absence approved by the Board or the Committee; provided, however that such leave is for a period of not more than three (3) months or reemployment upon the expiration of such leave is guaranteed by contract or statute. 14. Return of Payroll Deductions. In the event a Participant’s interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board or the Committee, the Company shall deliver to the Participant all payroll deductions credited to such Participant’s account. Except as may be required by applicable law, no interest shall accrue on the payroll deductions of a Participant in this Plan. 15. Capital Changes. Subject to any required action by the shareholders of the Company, the number and type of Shares covered by each option under this Plan which has not yet been exercised, the number and type of Shares which have been authorized for issuance under this Plan but have not yet been placed under option, and the Shares subject to the Annual Increase, the Share Limit and Maximum Share Amount, as well as the Purchase Price per Share covered by each option under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding Shares of the Company resulting from a stock split or the payment of a stock dividend (but only on the Shares), any other increase or decrease in the number of issued and outstanding Shares effected without receipt of any consideration by the Company or other change in the corporate structure or capitalization affecting the Company’s Shares; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Committee, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an option. In the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by the Committee setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Committee. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Committee will notify each Participant in writing or electronically prior to the New Exercise Date, that the Purchase Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless the Participant has withdrawn from the Offering Period prior to the New Exercise Date as provided in Section 12. A-10 In the event of a merger or Change in Control, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. However, in the event that the successor corporation refuses to assume or substitute for the Plan’s outstanding options, the Offering Periods with respect to which such options relate will be shortened by the Committee setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the date of the Company’s proposed merger or Change in Control. The Committee will notify each Participant in writing or electronically prior to the New Exercise Date, that the Purchase Date for the Participant’s option has been changed to the New Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless the Participant has withdrawn from the Offering Period prior to the New Exercise Date as provided in Section 12. 16. Taxes and Withholding. Each Participant shall be responsible for payment of all individual tax liabilities arising under the Plan. The Shares purchased upon exercise of an option hereunder shall be considered for tax purposes to be sold to the Participant on the Purchase Date. At the time the option is exercised, in whole or in part, or at the time some or all of the Shares issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s or Participating Corporation’s federal, state, or any other tax liability payable to any authority, national insurance, social security or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Shares. At any time, the Company or the Participating Corporation may, but will not be obligated to, withhold from the Participant’s Compensation or Shares issued to a Participant in the amount necessary for the Company or the Participating Corporation to meet applicable withholding obligations, including any withholding required to make available to the Company or the Participating Corporation any tax deductions or benefits attributable to sale or early disposition of Shares by the Participant. 17. Nonassignability. Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive Shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by the laws of descent and distribution or as provided in Section 24) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect, except that the Company may treat such an act as an election to withdraw from an Offering Period in accordance with Section 12. 18. Reports. Individual accounts shall be maintained for each Participant in this Plan. Each Participant shall be delivered, at least annually, a report of his or her account setting forth the total payroll deductions accumulated, the number of Shares purchased, the per Share price thereof and the remaining cash balance, if any. 19. Notice of Disposition. Each Participant shall notify the Company in writing if the Participant disposes of any of the Shares purchased in a Purchase Period pursuant to this Plan if such disposition occurs within the Notice Period. The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing Shares acquired pursuant to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the Shares. The obligation of the Participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates. 20. No Rights to Continued Employment. Neither this Plan nor the grant of any option hereunder shall confer any right on any Employee to remain in the employ of the Company or any Participating Corporation, or restrict the right of the Company or any Participating Corporation to terminate such Employee’s employment. A-11 21. Equal Rights and Privileges. All Eligible Employees shall have equal rights and privileges with respect to this Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 of the Code shall, without further act or amendment by the Company, the Committee or the Board, be reformed to comply with the requirements of Section 423 of the Code. Except as(unless otherwise provided in Section 29 regarding Foreign Plans and sub-plans, this Section 21 shall take precedence overthe Award Agreement) all other provisions in this Plan. 22. Notices. All notices or other communications by a Participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 23. Term; Shareholder Approval. This Plan was adopted by the Board on December 3, 2020 and Company shareholder approval was obtained in 2021 (and before December 3, 2021). This Plan became effective on April 1, 2021 and shall continue until the earliest to occur of (a) termination of this Plan by the Board or the Committee (which termination may be effected by the Board or the Committee at any time), (b) issuance of all of the Shares reserved for issuance under this Plan, or (c) December 1, 2030. 24. Designation of Beneficiary. (a)       A Participant may file a written designation of a beneficiary who is to receive any Shares and cash, if any, from the Participant’s account under this Plan in the event of such Participant’s death subsequent to the end of a Purchase Period but prior to delivery to him of such Shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under this Plan in the event of such Participant’s death prior to a Purchase Date. (b)       Such designation of beneficiary may be changed by the Participant at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under this Plan who is living at the time of such Participant’s death, the Company shall deliver such Shares or cash to the executor or administrator of the estate of the Participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such Shares or cash to the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 25. Conditions Upon Issuance of Shares; Limitation on Sale of Shares. No option granted under the Plan may be exercised to any extent unless the Shares to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, applicable state and foreign securities laws and the requirements of any stock exchange upon which the Shares may then be listed, subject to the approval of counsel for the Company with respect to such compliance. If on a Purchase Date, the Plan and the Shares reserved for the Plan are not so registered or in such compliance, options granted under the Plan which are not in material compliance shall not be exercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan and the Shares reserved for the Plan is subject to such an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date of any offering hereunder, as delayed to the maximum extent permissible, the Plan and the Shares reserved for the Plan are not registered or are not in such compliance, options granted under the Plan which are not in material compliance shall not be exercised and all payroll deductions accumulated during the Offering Period (reduced to the extent, if any, that such deductions have been used to acquire Shares) shall be returned to the Participants, without interest. The provisions of this Section 25 shall comply with the requirements of Section 423(b)(5) of the Code to the extent applicable. A-12 As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. 26. Applicable Law. This PlanAwards shall be construed in accordance with and governed by the laws of the state of New York, but without regard to its conflict of law provisions. The Committee may provide that any dispute as to any Award shall be presented and determined in such forum as the Committee may specify, including through binding arbitration. ParticipantsUnless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the Borough of Manhattan, State of New York to resolve any and all issues that may arise out of or relate to the Plan. 27. Amendment or Termination. (a)Plan or any related Award Agreement. (o) Assignment or Transfer of Awards. Except as otherwise provided under the applicable Award Agreement and then only to the extent permitted by applicable law, no Award shall be transferable by the Participant other than by will or by the laws of descent and distribution. No Award or interest therein may be transferred, assigned, pledged or hypothecated by the Participant during his or her lifetime, whether by operation of law or otherwise, nor may an Award be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law, nor may an Award be made subject to execution, attachment or similar process. Any act in violation of this Section 4(o) shall be null and void. (p) Deferral Elections. The BoardCommittee may permit a Participant to elect to defer his or her receipt of the payment of cash or the Committee may at any time amend, terminatedelivery of Shares that would otherwise be due to such Participant by virtue of the exercise, earn out or extendvesting of an Award made under the term of this Plan, except thatPlan. If any such termination cannot affect options previously granted under this Plan, norelection is permitted, the Committee shall establish rules and procedures for such payment deferrals, including the possible (i) payment or crediting of reasonable interest on such deferred amounts credited in cash, and (ii) the payment or crediting of dividend equivalents in respect of deferrals credited in units of Shares. The Company and the Committee shall not be responsible to any person in the event that the payment deferral does not result in deferral of income for tax purposes. (q) No Re-Pricing of Options or SARs or Award of Re-Load Options. Notwithstanding anything to the contrary, (i) outstanding Options or SARs may not be Re-Priced and (ii) Re-Load Options may not be awarded, in each case without the approval of Company shareholders. Moreover, any amendment maketo the Plan or any changeAward agreement that results in the repricing of an option previously granted which would adversely affectOption or SAR issued under the right of any Participant, nor may any amendmentPlan shall not be madeeffective without prior approval of the shareholders of the Company within twelve (12) monthsCompany. For this purpose, repricing includes a reduction in the Exercise Price of an Option or a SAR or the cancellation of an Option or SAR in exchange for cash, Options or SARs with an Exercise Price less than the Exercise Price of the adoption of such amendment (or earlier if required by Section 23) if such amendment would: i. increase the number of Shares or change the type of Shares that may be issuedcancelled Option or SAR, other Awards under this Plan; ii. expand the designation of the Employees (or class of Employees) eligible for participation in this Plan; or iii. otherwise require shareholder approval under applicable law or the requirements of any stock exchange or consolidated listing system on which the Company’s stock is then listed. (b)       Notwithstanding the foregoing, the Board or the Committee may make such amendments to the Plan as the Board or the Committee determines to be advisable and which do not cause unfavorable accounting treatment, including termination of or changes with respect to current Offering Periods, if the continuation of the Plan or any Offering Period would result in financial accounting treatment for the Plan that is different from the financial accounting treatment in effect on the date this Plan is adoptedother consideration provided by the Board. 28. Rule 16b-3. TransactionsCompany. (r) Dividends/Dividend Equivalents. For all Awards, no payment of dividends (or dividend equivalents) shall be made with respect to any unvested Awards. Dividends (and dividend equivalents) shall only be paid to a Participant to the extent that the underlying Award to which the dividends/dividend equivalents are attached becomes vested. For avoidance of doubt, accrual of dividends (and dividend equivalents) while the underlying Award is unvested and which are payable upon vesting is permitted to the extent provided under this Plan or Award agreement. (s) Minimum Vesting. Notwithstanding any other provision of this Plan to the contrary and subject to the immediately following proviso, any Awards that settle in Shares (excluding, for this purpose, any (i) Substitute Awards and (ii) shares delivered in lieu of fully vested cash-denominated obligations) granted under this Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided, however, that the Committee may grant Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent of the Shares subject to the Share Limit, as adjusted pursuant to Paragraph 12(a). For purposes of Awards to Non-Employee Directors, such Award will be deemed to vest no earlier than the first anniversary of the date of grant of the Award if such Award vests on the earlier of (A) the date of the next annual meeting of shareholders (which date is at least 50 weeks after the immediately preceding year’s annual A-9 TABLE OF CONTENTS meeting of shareholders) and (B) the first anniversary of the date of grant. For the avoidance of doubt, this Section 4(s) shall not be construed to limit the Committee’s discretion to provide for accelerated exercisability or vesting of an Award, or deem an Award to be earned, including in cases of death, Disability, retirement, termination without Cause or a Change in Control. SECTION 5. SHARES SUBJECT TO PLAN AND SHARE LIMITS. (a) Basic Limitations. The Shares issuable under the Plan shall be authorized but unissued Shares or treasury Shares or reacquired shares, bought on the market or otherwise. The maximum number of Shares that are intendedissued under this Plan cannot exceed the Share Limit as may be adjusted under Sections 5(a) or 12. For purposes of the Plan and subject to complyadjustment under Sections 5(a) and 12 and subject to the Share accounting provisions of Section 5(b), the Share Limit is 10,775,342 4,400,000 Shares and the ISO Limit is 10,775,342 4,400,000 Shares. On January 20th of each calendar year from 2021 through 2029, the Share Limit and ISO Limit shall each be increased by the lesser of (i) four percent of the Company’s outstanding Shares (rounded down to the nearest whole number) as of the close of business on the preceding December 31st or (ii) some lesser whole number than the number determined under clause (i) as determined by the Board (which may be zero). For each year from 2021 through 2029, if the Board has not formally resolved and approved a number under clause (ii) on or before the applicable January 20th then the number determined under clause (i) shall automatically represent the increase in Shares to the Share Limit and ISO Limit. (b) Share Accounting. This Section 5(b) describes the Share accounting process under the Plan with respect to the Share Limit and ISO Limit. (i) There shall be counted against the numerical limitations in Section 5(a) the gross number of Shares subject to issuance upon exercise or used for determining payment or settlement of Awards. The below clauses (ii), (iii), (iv), (v) and (vi) of this Section 5(b) seek to clarify the intent of the foregoing sentence. The Shares issued (or settled) under an Award will be counted against the Share Limit (and ISO Limit if the Award is an ISO) at the time(s) of exercise or settlement of the Award. For avoidance of doubt, Shares that are withheld as payment for the Award’s Exercise Price or applicable withholding taxes shall be counted against the Share Limit (and ISO Limit if the Award is an ISO). (ii) Each Share issued (or settled) under any Award, other than Options or SARs, shall be counted against the Share Limit as one (1) Share. Each Share issued (or settled) pursuant to the exercise of any Option or SAR shall be counted against the Share Limit as one (1) Share. (iii) For avoidance of doubt, whether or not a SAR is settled with any Shares, the gross number of Shares subject to the exercise and which are used for determining the benefit payable under such SAR shall be counted against the Share Limit, regardless of the number of Shares actually used to settle the SAR upon such exercise. (iv) For avoidance of doubt, to the extent an Option is exercised via a Cashless Exercise or Net Exercise or is not otherwise fully settled with Shares, then the gross number of Shares subject to the exercise and which are used for determining the benefit payable under such Option shall be counted against the Share Limit (and shall also count against the ISO Limit if the Option being exercised is an ISO), regardless of the number of Shares actually issued to the Participant upon such exercise. (v) If any portion of an Award is forfeited, terminated without consideration, or expires unexercised, (collectively, “Forfeited Shares”), the gross number of such Forfeited Shares shall again be available for Awards under the Plan and shall not be counted against the Share Limit or ISO Limit. (vi) For avoidance of doubt, if any Awards are settled or paid in cash in lieu of stock and/or are exchanged for other Awards (collectively, “Settled Shares”), the gross number of such Settled Shares shall be counted against the Share Limit (and ISO Limit if the Award is an ISO). With the exception of any Shares issued pursuant to Prior Plan Awards, any Substitute Awards including without limitation any Shares that are delivered and any Awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted by another entity (as provided below) shall not be counted toward the Share Limit or ISO Limit. (c) Substitute Awards. Substitute Awards (other than Prior Plan Awards) shall not count toward the Share Limit, nor shall Shares subject to a Substitute Award (other than Prior Plan Awards) again be available for Awards under the Plan as provided in Section 5(b) above. Additionally, in the event that a company acquired by a Company Group member or with which a Company Group member combines has shares available under a pre-existing plan approved A-10 TABLE OF CONTENTS by shareholders 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 adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not count toward the Share Limit; 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 or Board members prior to such acquisition or combination. (d) Dividend Equivalents. Any dividend equivalents distributed under the Plan in the form of Shares shall be counted against the Share Limit (with each Share that is distributed counting as one Share against the Share Limit). Dividend equivalents will not be paid (or accrue) on unexercised Options or unexercised SARs. SECTION 6. TERMS AND CONDITIONS OF OPTIONS. (a) Award Agreement. Each Award of an Option under the Plan shall be evidenced by an Award Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of Rule 16b-3the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan. The provisions of the Securities Exchange Actvarious Award Agreements entered into under the Plan need not be identical. The Award Agreement shall also specify whether the Option is an ISO and if not specified then the Option shall be an NSO. (b) Number of 1934,Shares. An Award Agreement shall specify the number of Shares that are subject to the Option and shall provide for adjustment of such number in accordance with Section 12. (c) Exercise Price. An Option’s Exercise Price shall be established by the Committee and set forth in an Award Agreement. Except with respect to outstanding stock options being assumed or Options being granted in exchange for cancellation of options granted by another issuer as amended. Ifprovided under Section 6(e), the Exercise Price of an ISO shall not be less than 100% of the Fair Market Value (110% for 10-Percent Shareholders in the case of ISOs) of a Share on the Date of Grant of the Option. (d) Exercisability and Term. Subject to Section 3(b)(v), an Option may be exercised during the lifetime of the Participant only by the Participant or by the guardian or legal representative of the Participant. An Award Agreement shall specify the date when all or any installment of the Option is to become vested and/or exercisable. The Award Agreement shall also specify the term of the Option; provided that the term of an Option shall in no event exceed ten years from its Date of Grant (and may be for a shorter period of time than ten years). No Option can be exercised after the expiration date specified in the applicable Award Agreement. An Award Agreement may provide for accelerated vesting in the event of the Participant’s death, or Disability or other events. Notwithstanding anything to the contrary, an ISO that is granted to a 10-Percent Shareholder shall have a maximum term of five years. Notwithstanding any other provision of the Plan, no Option can be exercised after the expiration date provided in the applicable Award Agreement. An Award Agreement may permit an Optionee to exercise an Option before it is vested (an “early exercise”), subject to the Company’s right of repurchase at the original Exercise Price (or then Fair Market Value if lesser) of any Shares acquired under the unvested portion of the Option which right of repurchase shall lapse at the same rate the Option would have vested had there been no early exercise. An Award Agreement may also provide that the Company may determine to issue an equivalent value of cash in lieu of issuing some or actionall of the Shares that are being purchased upon an Option’s exercise. In no event shall the Company be required to issue fractional Shares upon the exercise of an Option and the Committee may specify a minimum number of Shares that must be purchased in any one Option exercise. (e) Modifications or Assumption of Options. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding Options or may accept the cancellation of outstanding stock options (whether granted by the BoardCompany or by another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. For avoidance of doubt, the Committee fails to so comply, itmay not Re-Price outstanding Options. No modification of an Option shall, without the consent of the Optionee, impair his or her rights or increase his or her obligations under such Option. A-11 TABLE OF CONTENTS SECTION 7. PAYMENT FOR OPTION SHARES. (a) General Rule. The entire Exercise Price of Shares issued upon exercise of Options shall be payable in cash (or check) at the time when such Shares are purchased by the Optionee, except as follows and if so provided for in an applicable Award Agreement: (i) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Award Agreement. The Award Agreement may specify that payment may be made in any form(s) described in this Section 7. (ii) In the case of an NSO granted under the Plan, the Committee may, in its discretion at any time, accept payment in any form(s) described in this Section 7. (b) Surrender of Stock. To the extent that the Committee makes this Section 7(b) applicable to an Option in an Award Agreement, payment for all or a part of the Exercise Price may be made with Shares which have already been owned by the Optionee for such duration as shall be specified by the Committee (and stock attestation may be used to effect payment under this Section 7(b)). Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. (c) Cashless Exercise. To the extent that the Committee makes this Section 7(c) applicable to an Option in an Award Agreement, payment for all or a part of the Exercise Price may be made through Cashless Exercise. (d) Net Exercise. To the extent that the Committee makes this Section 7(d) applicable to an Option in an Award Agreement, payment for all or a part of the Exercise Price may be made through Net Exercise. (e) Other Forms of Payment. To the extent that the Committee makes this Section 7(e) applicable to an Option in an Award Agreement, payment may be made in any other form that is consistent with applicable laws, regulations and rules and approved by the Committee including without limitation under a Qualified Note. SECTION 8. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS. (a) Award Agreement. Each Award of a SAR under the Plan shall be evidenced by an Award Agreement between the Participant and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. An Award Agreement may provide for a maximum limit on the amount of any payout notwithstanding the Fair Market Value on the date of exercise of the SAR. The provisions of the various Award Agreements entered into under the Plan need not be identical. SARs may be granted in consideration of a reduction in the Participant’s other compensation. (b) Number of Shares. An Award Agreement shall specify the number of Shares to which the SAR pertains and is subject to adjustment of such number in accordance with Section 12. (c) Exercise Price. An Award Agreement shall specify the Exercise Price. Except with respect to outstanding stock appreciation rights being assumed or SARs being granted in exchange for cancellation of stock appreciation rights granted by another issuer as provided under Section 8(f) or with respect to SARs that are otherwise exempt from or compliant with Code Section 409A, the Exercise Price of a SAR shall not be less than 100% of the Fair Market Value on the Date of Grant of the SAR. (d) Exercisability and Term. Subject to Section 3(b)(v), a SAR may be exercised during the lifetime of the Participant only by the Participant or by the guardian or legal representative of the Participant. An Award Agreement shall specify the date when all or any installment of the SAR is to become exercisable. The Award Agreement shall also specify the term of the SAR which shall not exceed ten years from the Date of Grant of the SAR (and may be for a shorter period of time than ten years). No SAR can be exercised after the expiration date specified in the applicable Award Agreement. An Award Agreement may provide for accelerated exercisability in the event of the Participant’s death, or Disability or other events and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. A SAR granted under the Plan may provide that it will be exercisable only in the event of a Change in Control. (e) Exercise of SARs. If, on the date when a SAR expires, the Exercise Price under such SAR is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR may automatically be deemed null and voidto be exercised as of such date with respect to such portion to the extent permitted by lawso provided in the applicable Award Agreement. Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after Participant’s death) shall receive from the Company (i) Shares, (ii) cash or (iii) any A-12 TABLE OF CONTENTS combination of Shares and deemed advisable bycash, as the Board Committee shall determine. The amount of cash and/or the Committee. Moreover,Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the Shares subject to the SARs exceeds the Exercise Price of the SARs. (f) Modification or Assumption of SARs. Within the limitations of the Plan, the Committee may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (including stock appreciation rights granted by another issuer) in return for the grant of new SARs for the same or a different number of Shares and at the same or a different Exercise Price. For avoidance of doubt, the Committee may not Re-Price outstanding SARs. No modification of a SAR shall, without the consent of the Participant, impair his or her rights or increase his or her obligations under such SAR. SECTION 9. TERMS AND CONDITIONS FOR RESTRICTED STOCK GRANTS. (a) Award Agreement. Each Restricted Stock Grant awarded under the Plan shall be evidenced by an Award Agreement between the Participant and the Company. Each Restricted Stock Grant shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan. The provisions of the Award Agreements entered into under the Plan need not be identical. (b) Number of Shares and Payment. An Award Agreement shall specify the number of Shares to which the Restricted Stock Grant pertains and is subject to adjustment of such number in accordance with Section 12. Restricted Stock Grants may be issued with or without cash consideration under the Plan. (c) Vesting Conditions. Each Restricted Stock Grant may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Award Agreement. An Award Agreement may provide for accelerated vesting in the event of the Plan does not includeParticipant’s death, or Disability or other events. (d) Voting and Dividend Rights. The holder of a provision required by Rule 16b-3 to be stated herein, such provision (other than one relating to eligibility requirements, orRestricted Stock Grant (irrespective of whether the price and amount of awards) shall be deemed automatically to be incorporated by reference into the Plan. A-13 29. Foreign Plans and Sub-Plans. The Committee may adopt rules or procedures relatingShares subject to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt Foreign PlansRestricted Stock Grant are vested or sub-plans and rules and procedures regarding handling of payroll deductions or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements; however, if such varying provisions are not in accordance with the provisions of Section 423(b) of the Code, including but not limited to the requirement of Section 423(b)(5) of the Code that all options grantedunvested) awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other shareholders. However, any dividends received on Shares that are unvested (whether such dividends are in the form of cash or Shares) shall be subject to the same vesting conditions and privileges unlessrestrictions as the Restricted Stock Grant with respect to which the dividends were paid. Such additional Shares issued as dividends that are subject to the Restricted Stock Grant shall count toward the Share Limit (with each Share that is distributed as a dividend counting as one Share against the Share Limit. (e) Modification or Assumption of Restricted Stock Grants. Within the limitations of the Plan, the Committee may modify or assume outstanding Restricted Stock Grants or may accept the cancellation of outstanding Restricted Stock Grants (including stock granted by another issuer) in return for the grant of new Restricted Stock Grants for the same or a different number of Shares. No modification of a Restricted Stock Grant shall, without the consent of the Participant, impair his or her rights or increase his or her obligations under such Restricted Stock Grant. SECTION 10. TERMS AND CONDITIONS OF STOCK UNITS. (a) Award Agreement. Each grant of Stock Units under the Plan shall be evidenced by an Award Agreement between the Participant and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Award Agreements entered into under the Plan need not be identical. Stock Units may be granted in consideration of a reduction in the Participant’s other compensation. (b) Number of Shares and Payment. An Award Agreement shall specify the number of Shares to which the Stock Unit Award pertains and is subject to adjustment of such number in accordance with Section 12. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients. (c) Vesting Conditions. Each Award of Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Award Agreement. An Award Agreement may provide for accelerated vesting in the event of the Participant’s death, or Disability or other events. (d) Voting and Dividend Rights. The holders of Stock Units shall have no voting rights or rights to dividends. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash or stock dividends paid on one Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of A-13 TABLE OF CONTENTS Shares, or in a combination of both. Prior to vesting of the Stock Units, any dividend equivalents accrued on such unvested Stock Units shall be subject to the same vesting conditions and restrictions as the Stock Units to which they attach. (e) Modification or Assumption of Stock Units. Within the limitations of the Plan, the Committee may modify or assume outstanding Stock Units or may accept the cancellation of outstanding Stock Units (including stock units granted by another issuer) in return for the grant of new Stock Units for the same or a different number of Shares. No modification of a Stock Unit shall, without the consent of the Participant, impair his or her rights or increase his or her obligations under such Stock Unit. (f) Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of both, as determined by the Committee. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Except as otherwise provided in an Award Agreement or a timely completed deferral election, vested Stock Units shall be settled within thirty days after vesting. The Award Agreement may provide that distribution may occur or commence when all vesting conditions applicable to the Stock Units have been satisfied or have lapsed, or it may be deferred, in accordance with applicable law, to a later specified date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Section 12. (g) Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement. SECTION 11. OTHER AWARDS. The Committee may in its discretion issue Other Equity Awards to Selected Service Providers. The terms and conditions of any such Awards shall be evidenced by an Award Agreement between the Participant and the Company. Settlement of Other Equity Awards may be in the form of Shares and/or cash as determined by the Committee. SECTION 12. ADJUSTMENTS. (a) Adjustments. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the value of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a stock split, a reverse stock split, a reclassification or other distribution of the Shares without the receipt of consideration by the Company, of or on the Shares, a recapitalization, a combination, a spin-off or a similar occurrence, the Committee shall make equitable and proportionate adjustments, taking into consideration the accounting and tax consequences, to: (1) the Share Limit and ISO Limit and the various Share numbers referenced in Section 5(a); (2) the number and kind of securities available for Awards (and which can be issued as ISOs) under Section 5; (3) the number and kind of securities covered by each outstanding Award; (4) the Exercise Price under each outstanding Option and SAR; and (5) the number and kind of outstanding securities issued under the Plan. (b) Participant Rights. Except as provided in this Section 12, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. If by reason of an adjustment pursuant to this Section 12, a Participant’s Award covers additional or different shares of stock or securities, then such additional or different shares and the Award in respect thereof shall be subject to all of the terms, conditions and restrictions which were applicable to the Award and the Shares subject to the Award prior to such adjustment. (c) Fractional Shares. Any adjustment of Shares pursuant to this Section 12 shall be rounded down to the nearest whole number of Shares. Under no circumstances shall the Company be required to authorize or issue fractional shares. To the extent permitted by applicable law, no consideration shall be provided as a result of any fractional shares not being issued or authorized. A-14 TABLE OF CONTENTS SECTION 13. EFFECT OF A CHANGE IN CONTROL. (a) Merger or Reorganization. In the event that there is a Change in Control and/or the Company is a party to a merger or acquisition or reorganization or similar transaction, outstanding Awards shall be subject to the merger agreement or other applicable transaction agreement. Such agreement may provide, without limitation, that subject to the consummation of the applicable transaction, for the assumption (or substitution) of outstanding Awards by the surviving entity or its parent, for their continuation by the Company (if the Company is a surviving corporation), for accelerated vesting, or for their cancellation either with or without consideration, in all cases without the consent of the Participant and outstanding Awards do not have to all be uniformly treated the same way. (b) Acceleration of Vesting. Except as otherwise provided in the applicable Award Agreement (and in such case the applicable Award Agreement shall govern), in the event that a Change in Control occurs and there is no assumption, substitution or continuation of Awards pursuant to Section 13(a), the Committee in its discretion may provide that some or all Awards shall vest and become exercisable as of immediately before such Change in Control. The Committee may also in its discretion include in an Award Agreement that accelerated vesting of an Award will be provided if the Participant’s Service is terminated without Cause by the Company (or its acquirer) within a specified period of time on or after a Change in Control. For avoidance of doubt, “substitution” includes, without limitation, an Award being replaced by a cash award that provides an equivalent intrinsic value (wherein intrinsic value equals the difference between the market value of a share and any exercise price). The Committee may also in its discretion include in an Award Agreement a requirement that, under certain circumstances, acceleration of vesting (or compensation payable) with respect to such Award shall be reduced (or eliminated) to the extent that such reduction (or elimination) would, after taking into account any other payments in the nature of compensation to which the Participant would have a right to receive from the Company and any other person contingent upon the occurrence of a Change in Control, prevent the occurrence of a “parachute payment” as defined under Code Section 280G. SECTION 14. LIMITATIONS ON RIGHTS. (a) Retention Rights. Neither the Plan nor any Award granted under the Code and the regulations promulgated thereunder, then the individuals affected by such varying provisionsPlan shall be deemed to be participatinggive any individual a right to remain in Service as an Employee, Consultant, or Non-Employee Director or to receive any other Awards under a separate sub-plan and not in the Plan. The Committee may also adopt sub-plansCompany Group reserves the right to terminate the Service of any person at any time, and for any reason, subject to applicable laws, the Company’s Memorandum of Association and Bye-laws and a written employment agreement (if any). (b) Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to particular Subsidiariesissue Shares or locations,other securities under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any such Foreign Plans or sub-plansregulatory body as may be designedrequired. The Company reserves the right to restrict, in whole or in part, the delivery of Shares or other securities pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares or other securities, to their registration, qualification or listing or to an exemption from registration, qualification or listing. (c) Dissolution. To the extent not previously exercised or settled, Options, SARs, unvested Stock Units and unvested Restricted Stock Grants shall terminate immediately prior to the dissolution or liquidation of the Company and shall be forfeited to the Company (except for repayment of any amounts a Participant had paid to the Company to acquire unvested Shares underlying the forfeited Awards). (d) Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination indemnity or severance pay law of any state. Furthermore, such benefits shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan or similar arrangement provided by the Company Group unless expressly so provided by such other plan or arrangement, or except where the Committee expressly determines that inclusion of an Award or portion of an Award should be included. Awards under the Plan may be made in combination with or in addition to, or as alternatives to, grants, awards or payments under any other Company Group plans. The Company Group may adopt such other compensation programs and additional compensation arrangements (in addition to this Plan) as it deems necessary to attract, retain, and motivate officers, directors, employees or independent contractors for their service with the Company Group. (e) Clawback Policy. The Company may (i) cause the cancellation of any Award, (ii) require reimbursement of any Award by a Participant and (iii) effect any other right of recoupment of equity or other compensation provided under this Plan or otherwise in accordance with Company policies as may be adopted and/or modified from time to A-15 TABLE OF CONTENTS time by the Company and/or applicable law (each, a “Clawback Policy”). In addition, a Participant may be required to repay to the Company certain previously paid compensation, whether provided under this Plan or an Award Agreement or otherwise, in accordance with the Clawback Policy. By accepting an Award, a Participant is also agreeing to be outsidebound by the scopeCompany’s Clawback Policy which may be amended from time to time by the Company in its discretion (including without limitation to comply with applicable laws or stock exchange requirements) and is further agreeing that all of Code section 423. The rulesthe Participant’s Awards (and/or awards issued under a Prior Plan or Substitute Awards) may be unilaterally amended by the Company to the extent needed to comply with the Clawback Policy. SECTION 15. TAXES. (a) General. A Participant shall make arrangements satisfactory to the Company for the satisfaction of any such Foreign Planswithholding tax obligations (including without limitation federal, state, local and foreign taxes) that arise in connection with his or sub-plans may take precedence over other provisions of this Plan, with the exception of Section 3, but unless otherwise superseded by the terms of such Foreign Plan or sub-plan, the provisions of this Plan shall govern the operation of such plans. If payroll deductions are not permitted in a jurisdiction, Participants in that jurisdiction may contribute via check or pursuant to another method approved by the Committee.her Award. The CommitteeCompany shall not be required to obtainissue any Shares or make any cash payment under the Plan until such obligations are satisfied and the Company shall, to the maximum extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. (b) Share Withholding. The Committee in its discretion may permit or require a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Shares that he or she previously acquired (or by stock attestation). Such Shares shall be valued based on the value of the actual trade or, if there is none, then the Fair Market Value on such date. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the SEC. The Committee may also, in its discretion, permit or require a Participant to satisfy withholding tax obligations related to an Award through a sale of Shares underlying the Award or, in the case of Options, through Net Exercise or Cashless Exercise. The number of Shares that are withheld from an Award pursuant to this section may also be limited by the Committee, to the extent necessary, to avoid liability-classification of the Award (or other adverse accounting treatment) under applicable financial accounting rules including without limitation by requiring that no amount may be withheld which is in excess of maximum statutory withholding rates. The Committee, in its discretion, may permit or require other forms of payment of applicable tax withholding. SECTION 16. DURATION AND AMENDMENTS. (a) Term of the Plan and Effect on Prior Plans. The Plan is effective upon the Adoption Date and may be terminated by the Board on any date pursuant to Section 16(b). No Awards may be granted after the earlier of (i) the Board’s termination of the Plan under Section 16(b) or (ii) May 3, 2030 No further awards may be granted under the Prior Plans after the Shareholder Approval Date. (b) Right to Amend or Terminate the Plan. The Board may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company’s shareholders prioronly to the adoption,extent required by applicable laws, regulations or rules. In addition, no such amendment or termination shall be made which would impair the rights of any ForeignParticipant, without such Participant’s written consent, under any then-outstanding Award, provided that no such Participant consent shall be required with respect to any amendment or alteration if the Committee determines in its sole discretion that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or sub-plan unless required by the laws of the foreign jurisdiction in which Employees participating in the applicable plan are located. 30. Successor Provisions. Any referenceAward to a statute, rulesatisfy or conform to any law or regulation or to a sectionmeet the requirements of a statute,any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated. Notwithstanding the above, the Board may amend the Plan to take into account changes in applicable securities laws, federal income tax laws and other applicable laws. Further, should the provisions of Rule 16b-3, or any successor rule, or regulation, is a referenceunder the Exchange Act be amended, the Board may amend the Plan in accordance with any modifications to that statute, rule regulation, or section as amended from time to time, both before and afterwithout the effective dateneed for shareholder approval. In the event of thisany conflict in terms between the Plan and including any successor provisions.Award Agreement, the terms of the Plan shall prevail and govern. A-16 TABLE OF CONTENTS SECTION 17. EXECUTION. To record the approval of this Plan by the Board, the Company has caused its duly authorized officer to execute this Plan on behalf of the Company. GAN Limited ​ ​ ​ ​ By: By:​ ​ /s/ Dermot S. Smurfit ​ ​ Title: Name:​ Dermot S. Smurfit ​ Title: Chief Executive Officer A-14​ ​ A-17 TABLE OF CONTENTS TABLE OF CONTENTS