{"url_path":"/sec/fuse/proxy/2026-04-27/000149315226019179","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/2033383/0001493152-26-019179-index.html","accession_number":"0001493152-26-019179","cik":"0002033383","ticker":"FUSE","issuer_name":"Fusemachines Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2033383/0001493152-26-019179-index.html","primary_entity_key":"0002033383","primary_entity_name":"Fusemachines Inc."},"word_count":34180,"has_tables":true,"body_markdown":"false\n0002033383\nDEF 14A\n\n0002033383\n\n2025-01-01\n2025-12-31\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\nxbrli:pure\n\n \n\n \n\n \n\n**UNITED\nSTATES**\n\n**SECURITIES\nAND EXCHANGE COMMISSION**\n\n**Washington,\nD.C. 20549**\n\n \n\n \n\n \n\n**SCHEDULE\n14A**\n\n**(Rule\n14a-101)**\n\n** **\n\n**INFORMATION\nREQUIRED IN PROXY STATEMENT**\n\n**SCHEDULE\n14A INFORMATION**\n\n \n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities\nExchange Act of 1934**\n\n \n\n \n\n \n\nFiled\nby the Registrant ☒\n\n \n\nFiled\nby a Party other than the Registrant ☐\n\n \n\nCheck\nthe appropriate box:\n\n \n\n☐Preliminary\nProxy Statement\n\n  \n\n☐**Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n  \n\n☒Definitive\nProxy Statement\n\n  \n\n☐Definitive\nAdditional Materials\n\n  \n\n☐Soliciting\nMaterial Pursuant to §240.14a-12\n\n \n\n**FUSEMACHINES\nINC.**\n\n \n\n(Name\nof Registrant as Specified In Its Charter)\n\n \n\n \n\n \n\n(Name\nof Person(s) Filing Proxy Statement, if other than the Registrant)\n\n \n\nPayment\nof Filing Fee (Check all boxes that apply):\n\n \n\n☒No\nfee required\n\n  \n\n☐Fee\npaid previously with preliminary materials\n\n  \n\n☐Fee\ncomputed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and\n0-11\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**April\n27,****2026**\n\n \n\nTo\nOur Stockholders:\n\n \n\nYou\nare cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), of Fusemachines Inc. to be\nheld on Tuesday, June 9, 2026 at 9:30 AM Eastern Time, at https://www.cstproxy.com/fusemachines/2026. The\nAnnual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively on the Internet. No physical\nmeeting will be held.\n\n \n\nDetails\nregarding how to attend the virtual Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in\nthe accompanying notice of annual meeting of stockholders and proxy statement.\n\n \n\nYour\nvote is important. Regardless of whether you plan to attend the virtual Annual Meeting, it is important that your shares be represented\nand voted at the Annual Meeting, and we hope you will vote as soon as possible. You may vote by proxy over the Internet, by telephone,\nor by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone, written\nproxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend the virtual Annual\nMeeting.\n\n \n\nThank\nyou for your ongoing support of, and continued interest in, Fusemachines Inc.\n\n \n\nSincerely,\n\n \n\n/s/ Sameer\nMaskey\n \n\n*Chief Executive Officer and Board Member*\n \n\n \n\n \n\n \n\n \n\n****\n\n** **\n\n**FUSEMACHINES\nINC.**\n\n**NOTICE\nOF ANNUAL MEETING OF STOCKHOLDERS**\n\n**TO\nBE HELD ON JUNE 9, 2026**\n\n** **\n\n**Time\nand Date:**\n \nJune\n9, 2026 at 9:30 AM Eastern Time\n\n \n \n \n\n**Place:**\n \nThe\nAnnual Meeting will be held virtually, at https://www.cstproxy.com/fusemachines/2026.\n\n \n \n \n\n**Items\nof Business:**\n \n\n1.Elect\nthe three Class I directors listed in the accompanying proxy statement, each to serve a three-year\nterm expiring at the 2029 annual meeting of stockholders or until such director’s successor\nis duly elected and qualified or until such director’s earlier death, resignation,\ndisqualification or removal.\n\n \n\n2.\nApprove an amendment to the Company’s 2025 Omnibus Equity Incentive Plan, as amended (the “Plan”) to, among other\nthings, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares\nto an aggregate of 3,500,000 shares.\n\n \n\n3.Ratify\nthe appointment of KNAV CPA LLP as the independent registered public accounting firm of Fusemachines Inc. for the fiscal year ending\nDecember 31, 2026.\n\n \n\n4.Transact\nany other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.\n\n \n \n \n\n**Record\nDate:**\n \nOnly\nstockholders of record at the close of business on April 15, 2026 are entitled to notice of, and to vote at, the Annual Meeting and\nany adjournments thereof.\n\n \n \n \n\n**Availability\nof Annual Meeting Materials:**\n \nThe\nproxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at https://www.cstproxy.com/fusemachines/2026.\n\n \n \n \n\n**Voting:**\n \n\nYou\nmay vote by proxy over the Internet, by telephone or by mail by following the instructions\non the proxy card or voting instruction card.\n\n \n\nOnly\nstockholders of record of our common stock, par value $0.0001 per share at the close of business on April 15, 2026 are entitled to\nnotice of and to vote at the Annual Meeting.\n\n \n\nFor\nquestions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://ir.fusemachines.com/,\nor, if you are a registered holder, contact our transfer agent by writing Continental Stock Transfer & Trust Company, 1 State\nStreet, 30th Floor, New York, NY 10014. You may also contact our transfer agent via email at cstmail@continentalstock.com or by telephone\nat (212) 509-4000.\n\n \n\nBy\nOrder of the Board of Directors,\n\n \n\n/s/\nSameer Maskey\n \n\n*Chief\nExecutive Officer and Board Member*\n\n \n\n \n\n \n\n** **\n\n**FUSEMACHINES\nINC.**\n\n**PROXY\nSTATEMENT**\n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n \n \n**Page**\n\n[INFORMATION ABOUT SOLICITATION AND VOTING](#sj_001)\n \n1\n\n[QUESTIONS AND ANSWERS ABOUT THE MEETING](#sj_002)\n \n1\n\n[BOARD OF DIRECTORS AND CORPORATE GOVERNANCE](#sj_003)\n \n8\n\n[NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS](#sj_004)\n \n13\n\n[PROPOSAL NUMBER 1: ELECTION OF DIRECTORS](#sj_005)\n \n14\n\n[PROPOSAL NUMBER 2: APPROVAL OF AN AMENDMENT TO 2025 OMNIBUS EQUITY INCENTIVE PLAN](#sj_006)\n \n17\n\n[PROPOSAL NUMBER 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#sj_007)\n \n24\n\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT](#sj_008)\n \n25\n\n[EXECUTIVE OFFICERS](#sj_009)\n \n26\n\n[EXECUTIVE COMPENSATION](#sj_010)\n \n27\n\n[EQUITY COMPENSATION PLAN INFORMATION](#sj_011)\n \n29\n\n[CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS](#sj_012)\n \n29\n\n[REPORT OF THE AUDIT COMMITTEE](#sj_013)\n \n30\n\n[WHERE YOU CAN FIND ADDITIONAL INFORMATION](#sj_014)\n \n31\n\n[OTHER MATTERS](#sj_015)\n \n31\n\n \n\nThis\nproxy statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended\n(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),\nwhich represent our expectations or beliefs concerning future events. All statements other than statements of historical facts contained\nin this proxy statement, including statements regarding our future results of operations and financial position, strategy and plans,\nand our expectations for future operations, are forward-looking statements. Forward-looking statements include all statements that are\nnot historical facts and can be identified by terms such as “anticipates,” “believes,” “best in class,”\n“could,” “seeks,” “estimates,” “expects,” “first-in-class,” “focused,”\n“goal,” “intends,” “may,” “objective,” “opportunity,” “pipeline,”\n“plans,” “potential,” “predicts,” “projects,” “pursuing,” “should,”\n“target,” “treatment option,” “will,” “would,” “might,” “can,”\n“continue” or similar expressions and the negatives of those terms. These forward-looking statements rely on assumptions\nand involve risks and uncertainties, many of which are beyond our control, including, but not limited to, factors detailed in this proxy\nstatement and under Part I, “Item 1A. Risk Factors” and in other sections of our most recent Annual Report on Form 10-K and\nin our other subsequent filings with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks\nor uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.\nAll subsequent written and oral forward-looking statements attributable to us or persons acting on its behalf are expressly qualified\nin their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements.\nEach forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no\nduty to update or revise any forward-looking statement.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**FUSEMACHINES\nINC.**\n\n \n\n**PROXY\nSTATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS**\n\n**TO\nBE HELD ON TUESDAY, JUNE 9, 2026**\n\n \n\n**April\n27, 2026**\n\n \n\n \n\n \n\n**INFORMATION\nABOUT SOLICITATION AND VOTING**\n\n** **\n\nThe\naccompanying proxy is solicited on behalf of the board of directors (the “Board”) of Fusemachines Inc. (“Fusemachines”\nor “FUSE”) for use at the Fusemachines Inc. 2026 Virtual Annual Meeting of Stockholders (the “Annual Meeting”)\nto be held on Tuesday, June 9, 2026, 9:30 AM Eastern Time, at https://www.cstproxy.com/fusemachines/2026.\n\n \n\nReferences\nin the proxy statement to “we,” “us,” “our,” “the Company,” “FUSE” or “Fusemachines”\nrefer to Fusemachines Inc.\n\n \n\n**QUESTIONS\nAND ANSWERS ABOUT THE MEETING**\n\n** **\n\n**Q:**\n**Why\nam I receiving these materials?**\n\n \n \n\nA:\n\nThis\nproxy statement and the enclosed form of proxy are furnished in connection with the solicitation\nof proxies by our Board for use at the Annual Meeting, and any postponements or adjournments\nthereof. The Annual Meeting will be held on June 9, 2026 at 9:30 AM Eastern\nTime, virtually at https://www.cstproxy.com/fusemachines/2026.\n\n \n\nStockholders\nare invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. However,\nyou do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the related proxy\ncard, or follow the instructions below to submit your proxy by phone or online.\n\n \n\n**Q:**\n**Will\nI receive a printed proxy statement and Annual Report on Form 10-K?**\n\n \n \n\nA:\n\nUnder\nthe “notice and access” rules adopted by the SEC, we are furnishing proxy materials\nto our stockholders primarily via the Internet, instead of mailing printed copies of those\nmaterials to each stockholder. As a result, we intend to mail a notice of Internet availability\nof proxy materials on or about April 27, 2026, to all stockholders of record\nentitled to vote at the Annual Meeting. The Notice contains instructions on how to access\nour proxy materials, including our proxy statement and our Annual Report on Form 10-K for\nthe fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”). The\nNotice also instructs you on how to access your proxy card to vote through the Internet or\nby telephone. The Notice is not a proxy card and cannot be used to vote your shares.\n\n \n\nThis\nprocess is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help minimize\nthe environmental impact of the Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the\ninstructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue\nto receive these materials via e-mail unless you elect otherwise.\n\n \n\n1\n\n \n\n \n\n**Q:**\n**What\nis the purpose of the meeting?**\n\n \n \n\nA:\nAt\nthe Annual Meeting, stockholders will act upon the proposals described in this proxy statement. In addition, following the formal\nportion of the Annual Meeting, management will be available to respond to questions from stockholders, in management’s sole\ndiscretion.\n\n \n\n**Q:**\n**What\nproposals are scheduled to be voted on at the Annual Meeting?**\n\n \n \n\nA:\n\nStockholders\nwill be asked to vote on the following three proposals at the Annual Meeting:\n\n \n\n1.to\nelect Bharat Krish, Tim Gocher, and Salman Alam, as Class I directors to serve for a term of three years or until such director’s\nsuccessor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal;\n\n \n\n2.\nto approve an amendment to the Company’s 2025 Omnibus Equity Incentive Plan, as amended (the “Plan”) to, among\nother things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000\nshares to an aggregate of 3,500,000 shares (the “Plan Amendment”); and\n\n \n\n3.to\nratify the appointment of KNAV CPA LLP as our independent registered public accounting firm for the fiscal year ending December 31,\n2026.\n\n \n\n**Q:**\n**Could\nmatters other than Proposal No. 1, Proposal No. 2 or Proposal No. 3 be decided at the Annual Meeting?**\n\n \n \n\nA:\nOur\nbylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting by stockholders of Fusemachines,\nand we have not received notice of any such proposals. If any other matter were to come before the Annual Meeting, the proxy holders\nappointed by our Board will have the discretion to vote on those matters for you.\n\n \n\n**Q:**\n**How\ndoes the Board recommend I vote on these proposals?**\n\n \n \n\nA:\n\nOur\nBoard recommends that you vote your shares:\n\n \n\n●\n“**FOR**” all nominees to the Board (Proposal No. 1);\n\n \n\n●\n“**FOR**” the Plan Amendment (Proposal No. 2);\n\n \n\n●\n“**FOR**” the ratification of the appointment of KNAV CPA LLP as our independent registered public accounting firm\nfor the fiscal year ending December 31, 2026 (Proposal No. 3).\n\n \n\n**Q:**\n**Who\nis entitled to vote at the Annual Meeting?**\n\n \n \n\nA:\n\nOnly\nstockholders of record of our common stock at the close of business on April 15, 2026 are\nentitled to notice of and to vote at the Annual Meeting. At the close of business on the\nrecord date, there were 28,938,266 shares of common stock outstanding. Each share\nof our common stock outstanding as of the record date is entitled to one vote per share on\nall matters properly brought before the Annual Meeting.\n\n \n\n**Q:**\n**How\ndo I gain admission to the Annual Meeting or vote my shares at the Annual Meeting?**\n\n \n \n\nA:\n\nYou\nare entitled to attend the virtual Annual Meeting only if you were a stockholder of record\nas of the record date for the Annual Meeting, which was April 15, 2026, or you hold a valid\nproxy for the Annual Meeting.\n\n \n\n**Stockholder\nof Record: Shares Registered in Your Name**\n\n \n\nIf\nyour shares are registered in your name with Fusemachines’ transfer agent and you wish to attend the virtual Annual Meeting,\ngo to https://www.cstproxy.com/fusemachines/2026, enter the control number you received on your proxy card or notice of the\nmeeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to\nthe start of the Annual Meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended\nbut is not required in order to attend.\n\n \n\n2\n\n \n\n \n\n \n\n**Beneficial\nOwner of Shares Held in Street Name: Shares Registered in the Name of a Broker, Bank or Nominee**\n\n \n\nBeneficial\nstockholders who wish to attend the virtual Annual Meeting must obtain a legal proxy by contacting their account representative at\nthe bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal\nproxy to our transfer agent, Continental Stock Transfer & Trust Company ( “Continental”, or the “transfer agent”),\nat proxy@continentalstock.com. Beneficial stockholders who e-mail a valid legal proxy will be issued a meeting control number that\nwill allow them to register to attend and participate in the virtual Annual Meeting. After contacting Continental, a beneficial holder\nwill receive an e-mail prior to the Annual Meeting with a link and instructions for entering the Annual Meeting. Beneficial stockholders\nshould contact Continental at least five business days prior to the Annual Meeting date.\n\n \n\n**Q:**\n**Can\nI vote my shares without attending the virtual Annual Meeting?**\n\n \n \n\nA:\n\nStockholders\nof record may vote their shares by proxy, by mail, by telephone or Internet. Whether or not\nyou plan to attend the virtual Annual Meeting, we urge you to vote by proxy to ensure your\nvote is counted. You may choose one of the following voting methods to cast your vote.\n\n \n\n1.To\nvote by mail, simply mark your proxy, date and sign it, and return it to the Company in the postage-paid envelope provided.\n\n \n\n2.To\nvote over the telephone, dial 1 (866) 894-0536 using a touch-tone telephone and follow the recorded instructions (have your\nproxy card in hand when you call). Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern time, on\nJune 8, 2026.\n\n \n\n3.To\nvote by Internet, follow the instructions on the proxy card. Internet voting prior to the virtual Annual Meeting is available 24\nhours a day, 7 days a week, until 11:59 PM Eastern Time, on June 8, 2026.\n\n \n\nThe\nmethod by which you vote now will in no way limit your right to vote electronically at the virtual Annual Meeting if you later decide\nto attend. **However, as discussed above, if you are a beneficial owner, you may not vote your shares virtually at the Annual Meeting\nunless you obtain a legal proxy from your broker, bank or other nominee.**\n\n \n\n**Q:**\n**Can\nI change my vote or revoke my proxy?**\n\n \n \n\nA:\n\nYou\nare entitled to attend the virtual Annual Meeting only if you were a stockholder of record\nas of the record date for the Annual Meeting, which was April 15, 2026, or you hold a valid\nproxy for the Annual Meeting.\n\n \n\n**Stockholder\nof Record: Shares Registered in Your Name**\n\n \n\nIf\nyou are a stockholder of record, you can change your vote or revoke your proxy at any time before the Annual Meeting by:\n\n \n\n●\nentering a new vote over the Internet (until the applicable deadline set forth above);\n\n \n\n●\nentering a new vote over the Telephone (until the applicable deadline set forth above);\n\n \n\n●\nreturning a later-dated proxy card (which automatically revokes the earlier proxy);\n\n \n\n●\nproviding a written notice of revocation to our corporate secretary at Fusemachines Inc., 200 West 41st Street, 21st Floor, New\nYork, NY, 10036, Attn: Corporate Secretary; or\n\n \n\n●\nattending the Annual Meeting and voting virtually.\n\n \n\n**Beneficial\nOwner of Shares Held in Street Name: Shares Registered in the Name of a Broker, Bank or Nominee**\n\n \n\nIf\nyou are the beneficial owner of your shares, you must contact the broker, bank or other nominee holding your shares and follow their\ninstructions to change your vote or revoke your proxy.\n\n \n\n3\n\n \n\n \n\n**Q:**\n**What\nis the effect of giving a proxy?**\n\n \n \n\nA:\nProxies\nare solicited by, and on behalf of, our Board. Sameer Maskey, our Chief Executive Officer and Chairman, and Christine Chambers, our\nChief Financial Officer, have been designated as proxies for the Annual Meeting by our Board. When proxies are properly dated, executed\nand returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instruction of the\nstockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our\nBoard as described above and, if any other matters are properly brought before the Annual Meeting, the shares will be voted in accordance\nwith the proxies’ judgment.\n\n \n\n**Q:**\n**What\nshares can I vote?**\n\n \n \n\nA:\nEach\nshare of common stock issued and outstanding as of the close of business on April 15, 2026, is entitled to vote on all items\nbeing voted on at the meeting, and each share of Series A Preferred Stock as of such date is generally entitled to vote on all items\nbeing voted on at the meeting. You may vote all shares owned by you as of April 15, 2026, including (1) shares held directly in your\nname as the stockholder of record, and (2) shares held for you as the beneficial owner in street name through a broker, bank, trustee,\nor other nominee.\n\n \n\n**Q:**\n**How\nmany votes am I entitled to per share?**\n\n \n \n\nA:\nEach\nholder of shares of common stock is entitled to one vote for each share of common stock held as of April 15, 2026.\n\n \n\n**Q:**\n**What\nis the quorum requirement for the meeting?**\n\n \n \n\nA:\n\nThe\nholders of a majority of the outstanding shares of our common stock entitled to vote at the\nAnnual Meeting as of the record date must be virtually present or represented by proxy at\nthe Annual Meeting in order to hold the Annual Meeting and conduct business. This presence\nis called a quorum. Your shares are counted as present at the Annual Meeting if you are virtually\npresent and vote at the Annual Meeting or if you have properly submitted a proxy.\n\n \n\nAbstentions,\n“WITHHOLD” votes, and “broker non-votes” (as explained below) are counted as present and entitled to vote\nfor purposes of determining a quorum. If there is no quorum, the meeting may be adjourned to another date by the chairman of the\nmeeting.\n\n \n\n**Q:**\n**How\nare abstentions and broker non-votes treated?**\n\n \n \n\nA:\n\nAbstentions\n(i.e. shares present at the Annual Meeting and marked “abstain”) are deemed to\nbe shares present or represented by proxy and entitled to vote, and are counted for purposes\nof determining whether a quorum is present. However, abstentions are not counted as a vote\neither for or against a proposal, and have no effect on the outcome of the matters voted\nupon.\n\n \n\nA\nbroker non-vote occurs when the beneficial owner of shares fails to provide the broker, bank or other nominee that holds the shares\nwith specific instructions on how to vote on any “non-routine” matters brought to a vote at the Annual Meeting. In this\nsituation, the broker, bank or other nominee will not vote on the “non-routine” matter. Broker non-votes are counted\nfor purposes of determining whether a quorum is present and have no effect on the outcome of the matters voted upon.\n\n \n\nNote\nthat if you are a beneficial holder, brokers and other nominees will be entitled to vote your shares on “routine” matters\nwithout instructions from you. The only proposal that would be considered “routine” in such event is the proposal for\nthe ratification of the appointment of KNAV CPA LLP as our independent registered public accounting firm for the fiscal year ending\nDecember 31, 2026 (Proposal 3). A broker or other nominee will not be entitled to vote your shares on any “non-routine”\nmatters, absent instructions from you. “Non-routine” matters include all proposals other than Proposal 3, including the\nelection of directors and the amendment to the Plan. Accordingly, we encourage you to provide voting instructions to your broker\nor other nominee whether or not you plan to attend the meeting.\n\n \n\n4\n\n \n\n \n\n**Q:**\n**What\nis the vote required for each proposal?**\n\n \n \n\nA:\n\nThe\nvotes required to approve each proposal are as follows:\n\n \n\n●\nProposal No. 1: Each director shall be elected by a plurality of the votes properly cast on the election of directors, meaning that\nthe three individuals nominated for election to our Board at the Annual Meeting receiving the highest number of “**FOR**”\nvotes will be elected.\n\n \n\n●\nProposal No. 2: Approval will be obtained if the number of votes cast “**FOR**” the proposal at the Annual\nMeeting exceeds the number of votes “**AGAINST**” the proposal.\n\n \n\n●\nProposal No. 3: Approval will be obtained if the number of votes cast “**FOR**” the proposal at the Annual\nMeeting exceeds the number of votes “**AGAINST**” the proposal.\n\n \n\n**Q:**\n**Is\nthere a list of stockholders entitled to vote at the Annual Meeting?**\n\n \n \n\nA:\nThe\nnames of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior\nto the Annual Meeting and during the Annual Meeting. If you are a stockholder of record and want to inspect the stockholder list,\nplease send a written request to our corporate secretary at Fusemachines Inc., 200 West 41st Street, 21st Floor, New York, NY,\n10036, Attn: Corporate Secretary, to arrange for inspection of the list.\n\n \n\n**Q:**\n**Who\nwill tabulate the votes?**\n\n \n \n\nA:\nAn\nindividual duly appointed by the Board will serve as the Inspector of Elections and will tabulate the votes at the Annual Meeting.\n\n \n\n**Q:**\n**Where\ncan I find the voting results of the Annual Meeting?**\n\n \n \n\nA:\nWe\nwill announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form\n8-K that we will file with the Securities and Exchange Commission (the “SEC”), within four business days after the Annual\nMeeting.\n\n \n\n**Q:**\n**What\nproxy materials are available on the Internet?**\n\n \n \n\nA:\nThe\nproxy statement and Annual Report on Form 10-K are available at https://www.cstproxy.com/fusemachines/2026.\n\n \n\n5\n\n \n\n \n\n**Q:**\n**I\nshare an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional\ncopy of the proxy materials?**\n\n \n \n\nA:\n\nThe\nSEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy\nthe delivery requirements for proxy statements and annual reports with respect to two or\nmore stockholders sharing the same address by delivering a single proxy statement addressed\nto those stockholders. This process is commonly referred to as “householding.”\n\n \n\nBrokers\nwith account holders who are Fusemachines stockholders may be householding our proxy materials. A single set of proxy materials may\nbe delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.\nOnce you have received notice from your broker that it will be householding communications to your address, householding will continue\nuntil you are notified otherwise or until you notify your broker or Fusemachines that you no longer wish to participate in householding.\n\n \n\nIf,\nat any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual\nreport, you may (1) notify your broker, (2) direct your written request to: Investor Relations, Fusemachines Inc., 200 West 41st\nStreet, 21st Floor, New York, NY, 10036, or (3) contact our Investor Relations department by email at fuse@gateway-grp.com.\nStockholders who currently receive multiple copies of the proxy statement or annual report at their address and would like to request\nhouseholding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request\nto the address or telephone number above, a separate copy of the annual report and proxy statement to a stockholder at a shared address\nto which a single copy of the documents was delivered.\n\n \n\n**Q:**\n**What\nif I have questions about my Fusemachines shares or need to change my mailing address?**\n\n \n \n\nA:\nYou\nmay contact our transfer agent by writing Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY\n10014. You may also contact our transfer agent via email at cstmail@continentalstock.com or by telephone at (212) 509-4000.\n\n \n\n**Q:**\n**How\nare proxies solicited for the Annual Meeting?**\n\n \n \n\nA:\n\nThis\nyear we are furnishing our proxy materials to our stockholders primarily via “Notice\nand Access” delivery pursuant to SEC rules. On or about April 27, 2026, we mailed\nto our stockholders a “Notice Regarding the Availability of Proxy Materials”\n(the “Notice”) containing instructions on how to access the proxy materials via\nthe Internet. Utilizing this method of proxy delivery expedites receipt of proxy materials\nby our stockholders, reduces the cost of producing and mailing the full set of proxy materials\nand helps us contribute to sustainable practices.\n\n \n\nIf\nyou receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs\nyou on how to access the proxy materials and vote over the Internet. If you received a Notice by mail and would like to receive paper\ncopies of our proxy materials in the mail, you may follow the instructions in the Notice for making this request. The Notice also\ncontains instructions on how you may request to receive an electronic copy of our proxy materials by email or phone.\n\n \n\nOur\nBoard is soliciting proxies for use at the Annual Meeting by means of the proxy materials. We will bear the entire cost of proxy\nsolicitation. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communication, or\nother means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services,\nalthough we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. We do\nnot plan to retain a proxy solicitor to assist in the solicitation of proxies. If you choose to access the proxy materials and/or\nvote over the Internet, you are responsible for any Internet access charges you may incur. If you choose to vote by telephone, you\nare responsible for any telephone charges you may incur.\n\n \n\n6\n\n \n\n \n\n**Q:**\n**What\ndoes it mean if I receive more than one set of Notices?**\n\n \n \n\nA:\nIf\nyou receive more than one set of Notices, your shares may be registered in more than one name and/or are registered in different\naccounts. Please follow the instructions on each Notice to ensure that all of your shares are voted.\n\n \n\n**Q:**\n**How\ncan I contact Fusemachines’ transfer agent?**\n\n \n \n\nA:\nYou\nmay contact our transfer agent by writing Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY\n10014. You may also contact our transfer agent via email at cstmail@continentalstock.com or by telephone at (212) 509-4000.\n\n \n\n**Q:**\n**What\nare the requirements to propose actions to be included in our proxy materials for next year’s annual meeting of stockholders,\nor our 2027 Annual Meeting, or for consideration at our 2027 Annual Meeting?**\n\n \n \n\nA:\n\n**Stockholders\nProposals for Inclusion in the Proxy Statement**\n\n \n\nOur\namended and restated bylaws provide that stockholders may present proposals for inclusion in our proxy statement by submitting their\nproposals in writing to the attention of our corporate secretary at our principal executive office. Our current principal executive\noffice is located at 200 West 41st Street, 21st Floor, New York, NY, 10036. In addition, stockholder proposals must comply\nwith the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related\nSEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. In order\nto be included in the proxy statement for our 2027 annual meeting, stockholder proposals must be received by our corporate secretary\nno later than December 28, 2026 and must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.\n\n \n\n**Stockholders\nProposals and Director Nominations Not for Inclusion in Proxy Statement**\n\n \n\nOur\namended and restated bylaws provide that stockholders may present proposals to be considered at an annual meeting by providing timely\nnotice to our corporate secretary at our principal executive office. To be timely for our 2027 Annual Meeting, our corporate secretary\nmust receive the written notice at our principal executive office:\n\n \n\n●\nnot earlier than the close of business on February 9, 2027, and\n\n \n\n●\nnot later than the close of business on March 11, 2027.\n\n \n\nIf\nwe hold our 2027 annual meeting of stockholders more than 30 days before or more than 70 days after June 9, 2027 (the one-year\nanniversary date of the Annual Meeting), then notice of a stockholder proposal that is not intended to be included in our proxy statement\nmust be received by our corporate secretary at our principal executive office not earlier than the close of business on the 120th\nday before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close\nof business on the 10th day following the day on which public announcement of the date of the annual meeting is first made. A stockholder’s\nnotice to the corporate secretary must set forth, as to each matter the stockholder proposes to bring before the annual meeting,\nthe information required by our amended and restated bylaws. If a stockholder who has notified Fusemachines of such stockholder’s\nintention to present a proposal at an annual meeting does not appear to present such stockholder’s proposal at such meeting,\nFusemachines does not need to present the proposal for vote at such meeting.\n\n \n\nIn\naddition to satisfying all the requirements under the Company’s amended and restated bylaws, to comply with the SEC’s\nuniversal proxy rules for the Company’s 2027 annual meeting, stockholders who intend to solicit proxies in support of director\nnominees other than the Company’s nominees must provide notice that sets forth all of the information required by Rule 14a-19\nunder the Exchange Act, and the stockholder must have given timely notice of such proposal or nomination, in proper written form.\nIf the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the Exchange Act, we may exercise discretionary\nvoting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal or nomination.\nTo make a submission or to request a copy of our amended and restated bylaws, stockholders should contact our Corporate Secretary.\n\n \n\n7\n\n \n\n** **\n\n**BOARD\nOF DIRECTORS AND CORPORATE GOVERNANCE**\n\n** **\n\nWe\nhave a strong commitment to good corporate governance practices. These practices provide an important framework within which our Board,\nits committees and our management can pursue our strategic objectives in order to promote the interests of our stockholders.\n\n \n\n**Corporate\nGovernance Guidelines**\n\n** **\n\nOur\nBoard has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee\nstructure and functions and other policies for the governance of our company. Our Corporate Governance Guidelines are available without\ncharge on the Investor Relations section of our website, which is located at https://ir.fusemachines.com/ in the “Governance”\nsection of our website. Our Corporate Governance Guidelines are subject to modification from time to time by our Board pursuant to the\nrecommendations of our nominating and corporate governance committee.\n\n \n\n**Directors**\n\n** **\n\nThe\nfollowing persons are serving as our directors:\n\n \n\n**Name**\n\n**Age**\n \n**Position(s)**\n\n**Sameer\nMaskey**\n\n47\n \nClass\nIII Director, Chief Executive Officer\n\n**Sanjay\nShrestha**\n\n52\n \nClass\nII Director\n\n**Bharat\nKrish**\n\n50\n \nClass\nI Director\n\n**Tim\nGocher**\n\n55\n \nClass\nI Director\n\n**Salman\nAlam**\n\n43\n \nClass\nI Director\n\n** **\n\n**Board\nComposition**\n\n** **\n\nOur\nbusiness and affairs are organized under the direction of our Board. Our Board currently consists of five (5) directors divided into\nthree classes as follows:\n\n \n\n●\neach Class I director having a term that expires immediately following our annual meeting of stockholders for the calendar year\nended December 31, 2026;\n\n \n\n●\neach Class II director having a term that expires immediately following our annual meeting of stockholders for the calendar year\nended December 31, 2027; and\n\n \n\n●\neach Class III director having a term that expires immediately following our annual meeting of stockholders for the calendar year\nended December 31, 2028.\n\n \n\nor,\nin each case, until their respective successor is duly elected and qualified, or until their earlier resignation, removal or death.\n\n \n\nThe\nClass I directors are Bharat Krish, Tim Gocher, and Salman Alam, the Class II director is Sanjay Shrestha, and the Class III director\nis Sameer Maskey.\n\n \n\nAt\neach annual meeting of stockholders, the successors to directors whose terms then expire will serve until the third annual meeting following\ntheir election and until their successors are duly elected and qualified. The authorized size of the Board will be fixed exclusively\nby resolutions of the Board. The authorized number of directors may be changed only by resolution of the Board. Any additional directorships\nresulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each\nclass will consist of one-third of the directors. This classification of the Board may have the effect of delaying or preventing changes\nin its control or management. Members of our Board may be removed for cause by the affirmative vote of the holders of at least\n66 2/3% of its voting stock.\n\n \n\n8\n\n \n\n \n\n**Director\nIndependence**\n\n** **\n\nThe\nlisting rules of The Nasdaq Stock Market LLC (“Nasdaq”) require us to maintain a board of directors comprised of a majority\nof independent directors, as determined affirmatively by our Board. In addition, the Nasdaq listing rules require that, subject to specified\nexceptions, each member of our audit, compensation and nominating and corporate governance committees must be independent. Audit committee\nmembers and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively,\nunder the Exchange Act. Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in\nthe opinion of our Board, the director does not have a relationship that would interfere with the exercise of independent judgment in\ncarrying out his or her responsibilities.\n\n \n\nOur\nBoard has undertaken a review of the independence of our directors and considered whether any director has a material relationship with\nus that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon\ninformation requested from and provided by each director concerning his or her background, employment and affiliations, including family\nrelationships, our Board has determined that none of Bharat Krish, Salman Alam, and Sanjay Shrestha (representing three of our\nfive directors), has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities\nof a director and that they each are an “independent director” as that term is defined under the Nasdaq listing rules.\n\n \n\nIn\nmaking these determinations, our Board considered the relationships that each non-employee director has with us and all other\nfacts and circumstances our Board deemed relevant in determining their independence, including consulting relationships, family relationships\nand the beneficial ownership of our capital stock by each non-employee director.\n\n \n\nNone\nof our directors or executive officers have been involved in a legal proceeding that would be required to be disclosed pursuant\nto either Item 103(c)(2) or 401(f) of Regulation S-K of the Exchange Act.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nBoard has three standing committees: an audit committee, a nominating and corporate governance committee (“nominating committee”)\nand a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require\nthat the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation\ncommittee and nominating committee of a listed company be comprised solely of independent directors. Each of our committees is comprised\nentirely of independent directors.\n\n \n\n**Audit\nCommittee**\n\n \n\nWe\nhave established an audit committee of the Board. The members of our audit committee are Salman Alam, Sanjay Shrestha and Bharat Krish.\nSalman Alam serves as chair of the audit committee. The Board has determined that each member of the audit committee qualifies as an\nindependent director under the independence requirements of the Sarbanes-Oxley Act of 2002, as amended, Rule 10A-3 under the Exchange\nAct, and the applicable Nasdaq listing requirements, that Sanjay Shrestha qualifies as an “audit committee financial expert,”\nas defined in Item 407(d)(5) of Regulation S-K, and that the members of the committee possess financial sophistication, as defined under\nthe rules of Nasdaq. The audit committee held one meeting during 2025.\n\n \n\nWe\nhave adopted an audit committee charter, which details the principal functions of the audit committee, including:\n\n \n\n●provide\noversight of the Company’s accounting and financial reporting processes and the audit\nand review of the Company’s financial statements and financial information;\n\n●assist\nthe Board in monitoring (i) the integrity of the Company’s financial statements, (ii)\nthe Company’s internal accounting and financial controls, (iii) the organization and\nperformance of the Company’s internal audit function (if any), and (iv) the independent\nauditors’ qualifications, independence, and performance;\n\n●provide\nthe Board with the results of the Audit Committee’s monitoring and recommendations\nderived therefrom;\n\n●provide\nto the Board such information and materials as it may deem necessary to make the Board aware\nof significant financial matters that require the attention of the Board; and\n\n●prepare\nthe report that the rules of the Securities and Exchange Commission (the “SEC”)\nrequire to be included in the Company’s annual proxy statement.\n\n \n\nThe\naudit committee charter is available on the corporate governance section of our website, which is located at https://ir.fusemachines.com/governance/governance-documents.\n\n \n\n9\n\n \n\n \n\n**Compensation\nCommittee**\n\n \n\nWe\nhave established a compensation committee of the Board. The compensation committee consists of Salman Alam, Sanjay Shrestha and Bharat\nKrish, with Sanjay Shrestha serving as chair of the committee. The Board determined that each member of the compensation committee is\n“independent” as defined under the applicable Nasdaq requirements and SEC rules and regulations. The compensation committee\nheld no meetings in 2025, as the Company’s business combination was completed in October 2025.\n\n \n\nWe have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:\n\n \n\n \n●\nassist\nthe Board in providing oversight of the Company’s compensation policies and the Company’s equity and stock based plans,\nas currently in place as of the date hereof or as may be adopted from time to time (the “Equity Plans”);\n\n \n●\nassist\nthe Board in discharging the Board’s responsibilities relating to oversight of all cash and equity compensation arrangements\nof the Company’s Chief Executive Officer (“CEO”), its executive officers (as defined in Rule 3b-7 of the Securities\nExchange Act of 1934, as amended (the “Exchange Act”)) (the “Executive Officers”) and all other direct reports\nto the CEO who have material responsibilities within the Company (collectively with the Executive Officers, the “Designated\nEmployees”);\n\n \n●\nensure\nand monitor that all cash and equity compensation arrangements of the CEO and the Designated Employees are equitable and consistent\non a global basis;\n\n \n●\nreview\nand make recommendations to the Board with respect to the salary, bonus and equity compensation arrangements of the CEO and the Designated\nEmployees;\n\n \n●\nadminister\nthe Equity Plans for the Designated Employees and other employees of the Company;\n\n \n●\nprepare\nthe report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s\nannual proxy statement; and\n\n \n●\nwork\nwith the CEO to prepare corporate goals and objectives that may be relevant to the compensation of the CEO and the Designated Employees.\n\n \n\nNotwithstanding\nthe foregoing, other than as indicated herein, no compensation of any kind, including finders, consulting, or other similar fees, will\nbe paid to any of our existing stockholders, officers, directors, or any of their respective affiliates, prior to, or for any services\nthey render to the Company.\n\n \n\nThe\ncharter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,\nlegal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such\nadviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the\ncompensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.\n\n \n\nThe\ncompensation committee charter is available on the corporate governance section of our website, which is located at https://ir.fusemachines.com/governance/governance-documents.\n\n \n\n**Nominating\nCommittee**\n\n \n\nWe\nhave established a nominating and corporate governance committee of the Board (the “nominating committee”). The nominating\ncommittee consists of Salman Alam, Sanjay Shrestha and Bharat Krish, with Bharat Krish serving as chair of the committee. The Board determined\nthat each member of the nominating committee is “independent” as defined under the applicable Nasdaq requirements and SEC\nrules and regulations. The nominating committee held no meetings during 2025, as the Company’s business combination was\ncompleted in October 2025.\n\n \n\nWe\nhave adopted a nominating committee charter, which details the principal functions of the nominating committee, including:\n\n \n\n \n●\nassist the Board in identifying prospective director nominees and recommend to the Board the director nominees for each annual meeting\nof stockholders;\n\n \n●\nrecommend to the Board the structure and membership of each Board committee;\n\n \n●\nensure that the Company follows appropriate governance standards, and develop and recommend to the Board governance principles applicable\nto the Company; oversee the evaluation of the Board and management; and\n\n \n●\nfulfill the Board’s oversight responsibility with respect to the Company’s cybersecurity policies.\n\n \n\n10\n\n \n\n \n\nThe nominating committee charter is available\non the corporate governance section of our website, which is located at https://ir.fusemachines.com/governance/governance-documents.\n\n \n\nThe\nnominating committee will consider several qualifications relating to management and leadership experience, background and integrity\nand professionalism in evaluating a person’s candidacy for membership on the Board. The nominating committee may require certain\nskills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will\nalso consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee\ndoes not distinguish among nominees recommended by stockholders and other persons.\n\n \n\nWe\nhave not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.\nIn general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional\nexperience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best\ninterests of our stockholders.\n\n \n\n**Board\nMeetings and Attendance**\n\n** **\n\nDuring\n2025, our Board held eight meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings\nof our Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees\nof our Board on which he or she served during the periods that he or she served.\n\n \n\n**Executive\nSessions of Independent Directors**\n\n** **\n\nIndependent\ndirectors are required to meet regularly without management participation. During 2025, there were no meetings of independent\ndirectors, as the Company’s business combination was completed in October 2025.\n\n \n\n**Board\nAttendance at Annual Meeting of Stockholders**\n\n** **\n\nOur\npolicy is to invite and encourage each member of our Board to be present at our annual meetings of stockholders.\n\n \n\n**Communication\nwith Directors**\n\n** **\n\nStockholders\nand interested parties who wish to communicate with our Board, non-management members of our Board as a group, a committee of our Board\nor a specific member of our Board (including our Chairman and independent directors) may do so by letters addressed to the attention\nof our corporate secretary.\n\n \n\nAll\ncommunications are reviewed by the corporate secretary and provided to the members of our Board as appropriate. Unsolicited items, sales\nmaterials, abusive, threatening or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities\nof our Board will not be provided to directors.\n\n \n\nThe\naddress for these communications is:\n\n \n\n**Fusemachines\nInc.**\n\n** **\n\n200\nWest 41st Street, 21st Floor\n\nNew York, NY, 10036\n\nAttn:\nCorporate Secretary\n\n \n\n11\n\n \n\n \n\n**Code\nof Ethics**\n\n** **\n\nWe\nadopted a restated Code of Ethics applicable to our directors, officers, and employees. A copy of our Code of Ethics and copies of our\naudit, nominating, and compensation committee charters are available on our website at https://ir.fusemachines.com/governance/governance-documents.\n\n \n\nIn\naddition, a copy of the Code of Ethics will be provided without charge upon written request, addressed to:\n\n \n\n**Fusemachines\nInc.**\n\n** **\n\n200 West 41st Street, 21st Floor\n\nNew\nYork, NY, 10036\n\nAttn:\nCorporate Secretary\n\n \n\nWe\nintend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.\n\n \n\n**Leadership\nStructure**\n\n** **\n\nThe\nBoard believes that it can best leverage Mr. Maskey’s experience while he works on day-to-day matters at the Company and keeps\nthe Board well informed, with the other directors well-positioned to advise on areas where they have specific expertise. The Board believes\nthat the Company and its stockholders will benefit from the expertise of Mr. Maskey serving as both Chief Executive Officer and as a\nmember of the Board. We believe our current Board’s leadership structure enhances its ability to effectively carry out its roles\nand responsibilities on behalf of our stockholders.\n\n \n\n**Board\nOversight of Risk**\n\n \n\n*The\nBoard’s Role*\n\n \n\nThe\nBoard’s role in the Company’s risk oversight process includes receipt and review of scheduled and ad hoc reports from members\nof the executive management team which relate to areas of actual or potential material risk to the Company, including but not limited\nto, operational, financial, legal, regulatory, strategic, transactional and reputational risks. The full Board receives these reports\nfrom the appropriate “risk owner” within the organization to enable each member of the Board to understand our risk identification,\nrisk management and risk mitigation strategies.\n\n \n\n*Risk\nAssessment in Compensation Policies and Practices for Employees*\n\n \n\nThe\ncompensation committee reviewed the elements of our compensation policies and practices for all of our employees, including our named\nexecutive officers, to evaluate whether risks that may arise from such compensation policies and practices are reasonably likely to have\na material adverse effect on our Company. The compensation committee has concluded that the following current features of our compensation\nprograms guard against excessive risk-taking:\n\n \n\n●compensation\nprograms provide a balanced mix of short-term and longer-term incentives;\n\n●base\nsalaries are consistent with employees’ duties and responsibilities;\n\n●cash\nincentive awards are capped by the compensation committee;\n\n●cash\nincentive awards are tied to corporate performance goals, as well as individual performance\ngoals;\n\n●vesting\nperiods for equity awards encourage executives to focus on sustained stock price appreciation;\n\n●our\nclawback policy provides our Board the ability to recoup any erroneously awarded performance-based\ncompensation from executive officers on account of intentional misconduct; and\n\n●our\nrobust stock ownership guidelines for executive officers provide alignment with stockholder\ninterests.\n\n \n\nThe\ncompensation committee believes that, for all of our employees, including our named executive officers, our compensation programs do\nnot lead to excessive risk-taking and instead encourage behavior that supports sustainable value creation. We believe that risks that\nmay arise from our compensation policies and practices for our employees, including our named executive officers, are not reasonably\nlikely to have a material adverse effect on our Company.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nThe\nCompany has an Insider Trading Policy applicable to the Company’s directors, officers, and all employees of the Company (the “Insider\nTrading Policy”). The Insider Trading Policy governs the purchase, sale, and/or other dispositions of the Company’s securities\nand prohibits purchasing or selling any securities of the Company while a person covered by the Insider Trading Policy is aware of material,\nnon-public information concerning the Company. The Company believes that its Insider Trading Policy is reasonably designed to promote\ncompliance with insider trading laws, rules and regulations, and the exchange listing standards of the Nasdaq Stock Market.\n\n \n\n**Employee,\nOfficer and Director Hedging**\n\n** **\n\nPursuant\nto the Insider Trading Policy, directors, officers, and employees are prohibited from engaging in any hedging transactions (including\ntransactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds, or other derivatives)\nthat are designed to hedge or speculate on any change in the market value of our securities; provided, however, that the Insider Trading\nPolicy does not prohibit the exercise of stock options issued under the Company’s benefit plans or other compensatory arrangements\nin accordance with the terms of such plans or arrangements.\n\n \n\n12\n\n \n\n** **\n\n**NOMINATIONS\nPROCESS AND DIRECTOR QUALIFICATIONS**\n\n** **\n\n**Director\nNominations**\n\n** **\n\nThe\nprocess of recommending director nominees for selection by the Board is undertaken by the nominating committee (see above). The Board\nwill also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed\nnominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our\nstockholders that wish to nominate a director for election to our Board should follow the procedures set forth in our amended and restated\nbylaws. Additional information regarding the process for properly submitting stockholder nominations for candidates for nomination to\nour Board is set forth above under “*What are the requirements to propose actions to be included in our proxy materials for next\nyear’s annual meeting of stockholders, or our 2027 Annual Meeting, or for consideration at our 2027 Annual Meeting?*”\n\n \n\n**Director\nQualifications**\n\n** **\n\nWith\nthe goal of developing a diverse, experienced and highly qualified board of directors, our nominating and corporate governance committee\nis responsible for developing and recommending to our Board the desired qualifications, expertise and characteristics of members of our\nBoard, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership\non our Board and any specific qualities or skills that the committee believes are necessary for one or more of the members of our Board\nto possess.\n\n \n\nBecause\nthe identification, evaluation and selection of qualified directors is a complex and subjective process that requires consideration of\nmany intangible factors, and will be significantly influenced by the particular needs of our Board from time to time, our Board has not\nadopted a specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that\nare necessary to meet U.S. legal, regulatory and Nasdaq listing requirements and the provisions of our amended and restated certificate\nof incorporation and amended and restated bylaws, our Corporate Governance Guidelines and the charters of the committees of our Board.\nWhen considering nominees, our nominating and corporate governance committee may take into consideration many factors including, among\nother things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge\nabout our business or industry and ability to devote adequate time and effort to responsibilities of our Board in the context of its\nexisting composition. The brief biographical description of each director set forth in “Proposal No. 1: Election of Directors”\nbelow includes the primary individual experience, qualifications, attributes and skills of each of our directors that led to the conclusion\nthat each director should serve as a member of our Board at this time.\n\n \n\n13\n\n \n\n** **\n\n**PROPOSAL\nNUMBER 1: ELECTION OF DIRECTORS**\n\n** **\n\nOur\nBoard currently consists of five directors and is divided into three classes, with staggered three-year terms, pursuant to our\namended and restated certificate of incorporation and our amended and restated bylaws. Directors in Class I will stand for election at\nthe Annual Meeting. The terms of office of directors in Class II and Class III expire at our annual meetings of stockholders to be held\nin 2027 and 2028, respectively. At the recommendation of our nominating committee, our Board proposes that each of the three Class I\nnominees named below be elected as a Class I director for a three-year term expiring at our 2029 annual meeting of stockholders or until\nsuch director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification\nor removal.\n\n \n\nShares\nrepresented by proxies will be voted “**FOR**” the election of each of the three nominees named below, unless the\nproxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve,\nthe proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in\nthis proxy statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate\nvotes for the election of directors.\n\n \n\n**Nominees\nto Our Board of Directors**\n\n** **\n\n**Name**\n \n**Age**\n \n**Position**\n \n**Director\nSince**\n\nBharat\nKrish\n \n50\n \nDirector\n \n2025\n\nTim\nGocher\n \n55\n \nDirector\n \n2018\n\nSalman\nAlam\n \n43\n \nDirector\n \n2025\n\n** **\n\n**Bharat Krish**has served\nas a member of the board of directors since January 2025. Mr. Krish is a customer focused business leader, entrepreneur and\ninnovator with over 20 years of experience in product leadership and innovation with top media and retail companies, and in building\nstreaming and AI enterprise SaaS startups from the ground up. Products he has helped build are used by millions of users. Mr. Krish\nhas been a partner with Foresight Capital Group, a private equity fund focused on energy transition infrastructure, since February 2026,\nand has acted as Chief AI Transformation Officer with Zazmic Inc., since February 2026. From December 2023 to January 2026, Mr. Krish\nacted as Chief Product Officer of Newsweek, and he has held leadership positions with Techstars since March 2023, and has been\na board advisor of Gaia Ventures, an early stage venture capital firm since January 2023. From May 2020 to December 2022, he held roles\nwith TIME, including President of Digital and Chief Technology Officer. Prior to TIME, he held C-suite positions at various media and\nretail companies. Mr. Krish received a masters in Technology Management from Columbia University, a masters in Computer Engineering from\nSyracuse University, and a bachelors in Computer Science and Engineering from Coimbatore Institute of Technology. We believe Mr. Krish’s\nqualifications to serve on our board of directors include his extensive leadership and advisory experience working with innovative technology\ncompanies.\n\n \n\n**Tim\nGocher**has served as a member of the board of directors since 2018. Mr. Gocher founded Dolma Impact Fund, an active private\nequity fund focused on technology, healthcare, and renewable energy, and has acted as CEO since the fund’s founding in May 2012.\nSince June 2003, Mr. Gocher has also served as Chairman of Dolma Foundation, a non-profit organization focused on alleviating poverty\nby investing in sustainable businesses, education, and healthcare. Previously, he served in senior roles with global organizations across\nEurope and Asia including Living Planit SA, Nettleton Global Asia, Interregnum-Parkmead Group, and E.ON UK. Mr. Gocher holds an MBA from\nLondon Business School and an honorary Doctor of Laws from the University of Nottingham. Mr. Gocher is qualified to serve as a member\nof our Board of Directors based on his executive leadership experience in the technology industry and his senior leadership experience.\n\n \n\n**Salman Alam** has\nserved as a member of the board of directors since October 2025, and has previously served as a member of the board of\ndirectors of CSLM Acquisition Corp since 2022. Mr. Alam is Vice President, Legal, at Sandisk, a leading provider of flash\nsolutions and advanced memory technologies, where he is responsible for worldwide product development, commercial and go-to-market\ntechnology legal issues. With over 18 years of legal experience in the corporate legal sector, he has deep experience in emerging\nproduct regulatory issues within the data ecosystem in markets across the world, including in artificial intelligence, licensing,\nand data privacy. Mr. Alam previously served in roles of increasing responsibility at Western Digital, including Vice President, from\nMay 2013 to February 2025. Prior to Western Digital, Mr. Alam has served as a legal executive to technology startups, as well as a\ncorporate transactional attorney at Newmeyer & Dillion, LLP, where he represented emerging and established companies in\ncorporate transactions, M&A, capital markets, and corporate governance matters. Mr. Alam received a B.A. from the University of\nCalifornia, Berkeley, and a law degree from the University of California, College of the Law, San Francisco. We believe Mr.\nAlam’s qualifications to serve on our board of directors include his extensive experience in legal and governance matters,\nparticularly with technology companies as part of the broader artificial intelligence ecosystem.\n\n \n\n14\n\n \n\n \n\n**Continuing\nDirectors**\n\n** **\n\nThe\ndirectors who are serving for terms that end following the Annual Meeting and their ages, occupations and lengths of service on our Board\nas of April 27, 2026, are provided in the table below and in the additional biographical descriptions set forth in the\ntext below the table.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n \n**Director\nSince**\n\n**Class\nII Directors:**\n \n \n \n \n \n \n\nSanjay\nShrestha\n \n52\n \nClass\nII Director\n \n2014\n\n**Class\nIII Directors:**\n \n \n \n \n \n \n\nSameer\nMaskey\n \n47\n \nClass\nIII Director, Chief Executive Officer\n \n2013\n\n** **\n\n**Sameer\nMaskey**is Fusemachines’ Founder and Chief Executive Officer, and has served as a member of the Company’s board of\ndirectors since January 2013. Dr. Maskey has over 18 years of experience in artificial intelligence, natural language processing, machine\nlearning, and data science. Since 2019, Dr. Maskey has been an Adjunct Associate Professor at Columbia University, where he teaches several\ncourses in machine learning, programming and natural language processing. In 2008, Dr. Maskey completed his PhD in Computer Science from\nColumbia University. Prior to obtaining his PhD, Dr. Maskey served as part of the research team at IBM Watson Research Center where he\ninvented various statistical algorithms to improve speech-to-speech translation and question answering systems. Dr. Maskey is an inventor\nof 15 granted or pending United States patents and has authored over 20 publications. He holds a B.S. in Math and Physics from Bates\nCollege. Dr. Maskey is qualified to serve on our board of directors due to the perspective and experience he brings as Chief Executive\nOfficer and from his extensive technology experience.\n\n \n\n**Sanjay Shrestha**has served\nas a member of the board of directors since 2014. Mr. Shrestha is the founder of Shrestha Global EPG Advisory, a specialized\nadvisory firm dedicated to helping project developers, corporations, government entities and capital providers of all sizes navigate\nthe evolving global energy landscape, and has been CEO since November 2025. From April 2019 to October 2025, he held various executive\nand leadership roles with Plug Power (NASDAQ:PLUG), an American company engaged in the development of hydrogen fuel cell systems,\nincluding as President and Chief Strategy Officer. Prior to joining Plug Power, Mr. Shrestha held various executive investing\nand investment banking roles, including CIO of a solar IPP, President of Sky Capital Americas, head of renewables investment banking\neffort at FBR Capital Markets, global head of renewables research coverage at Lazard Capital Markets, and head of renewables and industrial\nresearch at First Albany Capital. Mr. Shrestha holds a Bachelors of Sciences, and an honorary doctorate from Saint Rose College. Mr.\nShrestha is qualified to serve as a member of our board of directors based on his significant technology, investment banking, and public\ncompany experience.\n\n \n\n**Family\nRelationships**\n\n** **\n\nThere\nare no family relationships among any of our directors or executive officers.\n\n \n\n15\n\n \n\n \n\n**Director\nCompensation**\n\n** **\n\n**Director\nCompensation Table**\n\n \n\nDuring\nthe year ended December 31, 2025 other than as disclosed below, none of our directors received compensation for their services as directors.\nThe compensation disclosed in the “Summary Compensation Table” below represents the compensation received by our non-employee\ndirectors.\n\n \n\n  \nFees Earned or\n\nPaid in Cash  \nOption Awards  \nStock Awards  \nTotal \n\nName \n($)  \n($)  \n($)  \n($) \n\nBharat Krish \n 17,500  \n —  \n —  \n 17,500 \n\nTim Gocher \n 12,500  \n —  \n —  \n 17,500 \n\nSanjay Shrestha \n 17,500  \n —  \n —  \n 17,500 \n\nSalman Alam \n 17,500  \n —  \n —  \n 17,500 \n\n** **\n\n**Narrative\nto Director Compensation Table**\n\n \n\nOur\ndirector compensation policy is intended to provide a total compensation package that enables us to attract and retain qualified and\nexperienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.\n\n \n\n**Annual\nCash Compensation**\n\n \n\nAs\nof April 27, 2026, the annual retainers payable to non-employee directors for service on the Board and its committees are\nas follows: Independent directors receive $50,000 for Board service. Additional retainers are paid for committee roles. The chairperson\nof each committee shall receive a supplemental $10,000 and the member of each committee shall receive a supplemental $5,000.\n\n \n\n**Inaugural\nEquity Grants**\n\n \n\nAs\nof April 27, 2026, each non-employee director who joins the board receives an initial equity award of 50,000 restricted stock\nunits, which vests over a one-year period in two equal annual installments.\n\n \n\n**Equity\nGrant Policy and Procedures**\n\n \n\nThe\nCompany grants restricted stock units and other similar awards in the ordinary course of business in connection\nwith our annual compensation program, hiring new employees, and in recognition of the retention or promotion of employees from time to\ntime, as well as awards to members of the Board.\n\n \n\nUnder\nthe Company’s current practices, executive officers do not choose or have influence over the grant date for their individual restricted\nstock units (RSUs). RSU grants to the Company’s executive officers if issued during a fiscal year, are approved\nat a meeting of the Company’s Compensation Committee, and the grants are generally effective immediately after the meeting on which\nthe grants are eligible to be made under our grant policies discussed above. RSUs to the Company’s Board members are generally\napproved annually at meetings of the Compensation Committee and the Board, held after the Company’s Annual General Meeting of Stockholders\neach year, and are generally effective immediately after the meeting on which the grants are eligible to be made under our grant policies\ndiscussed above.\n\n \n\n**Required\nVote**\n\n** **\n\nThe\ndirectors elected to the Board will be elected by a plurality of the votes cast by the holders of shares present in person or represented\nby proxy and entitled to vote on the election of a director. In other words, if each of the nominees receives a single “FOR”\nvote, he or she will be elected as a director. Shares represented by executed proxies will be voted, if authority to do so is not expressly\nwithheld, to elect each of Bharat Krish, Tim Gocher, and Salman Alam, as a director. Broker non-votes will have no effect on this\nproposal.\n\n \n\n**OUR\nBOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES FOR THE ELECTION OF THE THREE CLASS I DIRECTORS SET FORTH IN THIS\nPROPOSAL NUMBER 1.**\n\n \n\n16\n\n \n\n \n\n**PROPOSAL\n2: TO APPROVE AN AMENDMENT TO 2025 OMNIBUS EQUITY INCENTIVE PLAN**\n\n \n\nWe\nare asking our stockholders to approve the Plan Amendment to the existing Fusemachines Inc. 2025 Omnibus Equity Incentive Plan. Upon\nrecommendation of the compensation committee, the Board approved the Plan Amendment, subject to receipt of stockholder approval, and\nhas recommended that stockholders approve this Proposal 2 to approve the Plan Amendment. Equity-based compensation is an important component\nof our compensation philosophy because it provides employees with long-term exposure to the Company’s performance and aligns employees’\ninterests with those of our stockholders. Approval of the Plan Amendment will allow us to continue to grant equity compensation awards\nto our employees, officers, and directors in furtherance of this philosophy. We are asking our stockholders to approve the Plan Amendment,\nwhich includes the following material amendments (along with certain other clarifying changes):\n\n \n\n●Increases\nthe number of shares authorized for use in making awards under the Plan by 2,000,000\nshares to 3,500,000 shares.\n\n \n\nThe\nCompany’s officers and directors have an interest in this Proposal 2 due to their participation in the Plan. The reason for seeking\nstockholder approval of Proposal 2 is to (i) satisfy certain requirements of the Internal Revenue Code of 1986 (the “Code”),\nrelated to incentive stock option plans, and (ii) satisfy certain requirements of applicable Nasdaq Marketplace Rules. Additionally,\nthe Board believes that to enable the Company to continue to attract and retain personnel of the highest caliber, provide incentive for\nofficers, directors, employees and other key persons and to promote the well-being of the Company, it is in the best interest of the\nCompany and its stockholders to provide to officers, directors, employees, consultants and other independent contractors who perform\nservices for the Company, through the granting of stock options, restricted stock, deferred stock or other stock-based awards, the opportunity\nto participate in the value and/or appreciation in value of the Company’s Common Stock.\n\n \n\nIf\nour stockholders do not approve this Proposal 2, we will be unable to use equity compensation to the extent needed to provide competitive\ncompensation to motivate our employees. If this Proposal 2 is not approved at the Annual Meeting, we could be required to increase cash\ncompensation to attract, retain and motivate our employees, which may compromise funding of our development programs. We do not believe\nthe number of shares reserved for issuance under the Plan, prior to adoption of the Plan Amendment, is sufficient to motivate our employees\nin this manner. As a result, we are seeking approval of the Plan Amendment.\n\n \n\nThe\nCompany’s officers and directors strongly believe that equity awards are necessary to remain competitive in our industry and are\nessential to recruiting and retaining the highly qualified employees, directors and consultants who help the Company meet its goals.\nEquity awards align the interests of our employees and stockholders by giving directors, employees and consultants the perspective of\nan owner with an equity stake in the Company, and provide an effective means of recognizing their contributions to the success of the\nCompany. If the Plan Amendment is not approved at the Annual Meeting and we are then unable to offer equity awards as a component of\ncompensation on agreeable terms, we will be at a disadvantage relative to other companies which will be able to offer more attractive\nand broad-based compensation packages to their executive officers, directors, and other key employees. The Company’s officers and\ndirectors believe that the ability to grant equity awards is, now more than ever, critical to the future success of the Company and in\nthe best interests of the Company’s stockholders.\n\n \n\nEquity\nawards form a core component of our compensation philosophies at it relates to our officers, other employees and non-employee directors.\nThis Proposal 2 will give us flexibility as to any compensation packages we offer, which we believe is critical during times of extreme\nvolatility and uncertainty. As a result, we believe our ability to hire, appoint, and retain key personnel would be negatively impacted\nby a failure to approve this Proposal 2.\n\n \n\nThe\ngeneral description of the Plan Amendment set forth below is qualified in its entirety by and subject to the full text of the form of\nproposed amendment, which is attached as Appendix A hereto. If our stockholders fail to approve the Plan Amendment, the Plan Amendment\nwill not be given effect and the current plan will continue as in effect prior to the Plan Amendment.\n\n \n\n**Summary\nof the Proposed Amendment to the 2025 Omnibus Equity Incentive Plan**\n\n \n\nPrior\nto the adoption of the Plan Amendment, up to a maximum of 1,500,000 shares of our Common Stock have been authorized for settlement of\nawards granted under the Plan without taking into account the annual evergreen increase. If the Plan Amendment is approved, the number\nof shares of Common Stock that are available for delivery pursuant to awards granted under the Plan will increase from 2,000,000\nshares to 3,500,000 shares.\n\n \n\n17\n\n \n\n \n\n**Summary\nof the Plan, as Amended by the Plan Amendment**\n\n \n\nThe\nfollowing paragraphs provide a summary of the principal features of the Plan and its operation. However, this summary is not a complete\ndescription of all of the provisions of the Plan and is qualified in its entirety by the specific language of the Plan.\n\n \n\n**Purposes\nof the Plan**\n\n \n\nThe\npurposes of the Plan are to advance the interests of the Company’s stockholders by enhancing its ability to attract, retain and\nmotivate persons who make (or are expected to make) important contributions to the company by providing such persons with equity ownership\nopportunities and thereby better aligning the interests of such persons with those of its stockholders.\n\n \n\n**Eligibility**\n\n \n\nThe\nPlan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended\n(the “Code”), to employees of the Company or any of its parent corporations or subsidiary corporations, and for the grant\nof nonstatutory stock options, restricted stock, restricted stock units, and other stock-based awards to employees, directors and consultants\nof the Company or any corporation or other entity, including but not limited to partnerships, limited liability companies and joint ventures,\nwith respect to which the Company, directly or indirectly, owns as applicable (a) stock possessing more than fifty percent (50%) of the\ntotal combined voting power of all classes of stock entitled to vote, or more than fifty percent (50%) of the total value of all shares\nof all classes of stock of such corporation, or (b) an aggregate of more than fifty percent (50%) of the profits interest or capital\ninterest of a non-corporate entity.\n\n \n\n**Authorized\nShares**\n\n \n\nFollowing\napproval of the Plan Amendment, a maximum number of 3,500,000 shares of Common Stock, would be authorized for issuance pursuant\nto awards granted under the Plan. As of the date hereof, 1,219,710 shares have been issued or are issuable pursuant to awards\nunder the Plan and up to 280,290 shares may be issued pursuant to awards under the Plan.\n\n \n\nGenerally,\nif any award expires or lapses or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole\nor in part (including as the result of shares of common stock subject to such award being repurchased by the Company at or below the\noriginal issuance price), the unused common stock covered by such award shall again be available for the grant of awards under the Plan.\nFurther, shares of common stock delivered to the Company by a participant to satisfy the applicable exercise or purchase price of an\naward and/or to satisfy any applicable tax withholding obligation (including shares retained by the Company from the award being exercised\nor purchased and/or creating the tax obligation) shall be added to the number of shares of common stock available for the grant of awards\nunder the Plan. However, in the case of incentive stock options (as hereinafter defined), the foregoing provisions shall be subject to\nany limitations under the Code.\n\n \n\nIf\nthe Administrator determines that any dividend or other distribution (whether in the form of cash, common stock, other securities, or\nother property), reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale,\ntransfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of common stock\nor other securities of the Company, issuance of warrants or other rights to purchase common stock or other securities of the company,\nor other similar corporate transaction or event, as determined by the Administrator, affects the common stock such that an adjustment\nis determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits\nintended by the Company to be made available under the Plan or with respect to any Award, the Administrator will adjust the number and\nclass of shares that may be delivered under the Plan and/or the number, class, and price of shares covered by each outstanding award,\nand the numerical share limits contained in the Plan.\n\n \n\n18\n\n \n\n \n\nIn\nconnection with a merger or consolidation of another entity with or into the Company or a subsidiary of the Company or the acquisition\nby the Company or a subsidiary of the Company of property or stock of another entity, the Administrator may grant awards in substitution\nfor any options or other stock or stock-based awards granted prior to such merger or consolidation by such other entity or its affiliate.\nSubstitute awards may be granted on such terms as the Administrator deems appropriate in the circumstances, notwithstanding any limitations\non Awards contained in the Plan. Substitute Awards shall not count against the overall share limit described above, except as may be\nrequired by reason of Section 422 of the Code or applicable securities exchange rules.\n\n \n\n**Equity\nIncentive Plan Administration**\n\n \n\nThe\nBoard or a committee appointed by the Board administers the Plan and is referred to as the Administrator. The Administrator may\ndelegate certain duties and authorities of the Administrator to officers of the Company but the full board of directors must approve\nthe grant of any award to a non-employee director. Grants to executive officers of the Company must be approved by the full board of\ndirectors or by a committee comprised of “non-employee directors” under Rule 16b-3 of the Exchange Act. Subject to the terms\nof the Plan and applicable laws, the Administrator shall have authority to determine which employees, non-employee directors and consultants\nwill receive Awards, to grant Awards and to set all terms and conditions of Awards (including, but not limited to, vesting, exercise\nand forfeiture provisions). In addition, the Administrator shall have the authority to take all actions and make all determinations contemplated\nby the Plan and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem\nadvisable. The Administrator may correct any defect or ambiguity, supply any omission or reconcile any inconsistency in the Plan or any\nAward in the manner and to the extent it shall deem necessary or appropriate to carry the Plan and any Awards into effect, as determined\nby the Administrator. The Administrator shall make all determinations under the Plan in the Administrator’s sole discretion and\nall such determinations shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.\n\n \n\n**No\nRepricings**\n\n \n\nThe\nterms of any outstanding option may not be amended to reduce the exercise price of such option or cancel any outstanding option in exchange\nfor other options with an exercise price that is less than the exercise price of the cancelled option or for any cash payment (or shares\nof common stock with a market value) that exceeds the excess of the market value of the shares underlying such cancelled options over\nthe aggregate exercise price of such options or for any other award, without stockholder approval.\n\n \n\n19\n\n \n\n \n\n**Restricted\nStock**\n\n \n\nRestricted\nstock may be granted under the Plan. Restricted stock awards are grants of shares of Common Stock that vest in accordance with terms\nand conditions established by the Administrator. The Administrator will determine the number of shares of restricted stock granted to\nany employee, director or consultant. The Administrator may impose prior to grant whatever conditions to vesting it determines to be\nappropriate (for example, the Administrator may set restrictions based on the achievement of specific performance goals or continued\nservice to us or members of the Company Group), and the Administrator will have the discretion to accelerate the time at which any restrictions\nwill lapse or be removed at any time. Recipients of restricted stock awards generally will have voting and dividend rights with\nrespect to such shares, unless the award agreement provides otherwise. Except as otherwise provided by the Administrator, to the extent\nthat dividends are paid in stock or property other than cash, such non-cash dividends will be subject to the same vesting and forfeiture\nconditions applicable to the restricted shares and will be delivered no later than the 15th day of the third calendar month\nfollowing the later of (i) the date the dividends are paid to the Company’s stockholders or (ii) the date such dividends are no\nlonger subject to a substantial risk of forfeiture.\n\n \n\nShares\nof restricted stock as to which the restrictions have not lapsed upon the recipient’s termination of service or when the Administrator\ndetermines that satisfaction of performance-based vesting conditions are no longer possible are subject to our right of repurchase or\nforfeiture.\n\n \n\n**Restricted\nStock Units**\n\n \n\nRestricted\nstock units may be granted under the Plan pursuant to terms and conditions established by the Administrator. A restricted stock unit\nis a bookkeeping entry representing an amount equal to the fair market value of one share of Common Stock. The Administrator will determine\nthe terms and conditions of restricted stock units including the vesting criteria (which may include accomplishing specified performance\ncriteria or continued service to us or members of the Company Group or both) and the form and timing of payment. The Administrator will\nhave the discretion to accelerate the time at which any restrictions will lapse or be removed and to settle earned restricted stock units\nin cash, shares, or a combination of both.\n\n \n\nThe\naward agreement may provide participants with a right to receive dividend equivalents with respect to their restricted stock units. Such\ndividend equivalents may be paid in cash or in shares of our common stock and may be subject to the same vesting conditions applicable\nto the restricted stock units.\n\n \n\n**Other\nStock-Based Awards**\n\n \n\nThe\nAdministrator may grant other stock-based awards under the Plan pursuant to terms and conditions established by the Administrator and\nset forth in the award agreement. The Administrator will have the discretion to settle other stock-based awards in the form of\ncash, shares of Common Stock, or a combination of both.\n\n \n\n**Non-Transferability\nof Awards**\n\n \n\nUnless\nthe Administrator provides otherwise, the Plan generally does not allow awards under the Plan to be sold, transferred, assigned, pledged\nor otherwise encumbered by the participant either voluntarily or by operation of law, except by will or the laws of descent and distribution.\nAny unauthorized transfer will be void.\n\n \n\n20\n\n \n\n \n\n**Merger\nor Change in Control**\n\n \n\nThe\nPlan provides that if there is a “change in control” (as defined under the Plan) of the Company and the awards under the\nPlan are not continued, converted, assumed or replaced with substantially similar awards by the Company or the successor entity or its\nparent and provided that the participant has not terminated service prior to such change in control, then immediately prior to such change\nin control, such awards shall become fully vested, exercisable and/or payable, as applicable, and forfeiture, repurchase and other restrictions\non such awards shall lapse. Each such award shall be cancelled upon the consummation of such change in exchange for the change in control consideration payable to other holders of common\nstock with respect to the shares of common stock underlying such award (net of any applicable exercise price). Such change in control\nconsideration may be payable on the same terms and conditions applicable to other holders of our common stock or on such terms and conditions\nas the Administrator may provide. To the extent that the award constitutes “non-qualified deferred compensation” for purposes\nof Section 409A of the Code, the timing of any payment in settlement of such award in connection with such change in control will be\ngoverned by the terms of such award to avoid subjecting the participant to penalties under Section 409A. If the amount of the change\nin control consideration the participant would receive with respect to the shares subject to any outstanding option is less than or equal\nto the exercise price of such option, such option will be terminated without payment upon consummation of such change in control.\n\n \n\n**Forfeiture\nand Clawback**\n\n \n\nAll\nawards granted under the Plan will be subject to recoupment under any clawback policy that we are required to adopt under applicable\nlaw or listing standards. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an award\nagreement as the Administrator determines necessary or appropriate, including without limitation to any reacquisition right regarding\npreviously acquired shares or other cash or property. In addition, the Administrator may provide in an award agreement that the recipient’s\nrights, payments, and benefits with respect to such award shall be subject to reduction, cancellation, forfeiture, or recoupment upon\nthe occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of an award.\n\n \n\n**Amendment\nor Termination**\n\n \n\nThe\namendment and restatement of the Plan will become effective upon and subject to the Closing and stockholder approval of the amendment\nand restatement of the Plan and will continue in effect until the tenth (10th) anniversary of the earlier of the date the amendment and\nrestatement of the Plan was approved by the Board or the date its adoption is approved by the Company’s stockholders. The Company’s\nboard of directors has the authority to amend, suspend, or terminate the Plan, but such action generally may not materially impair\nthe rights of any participant with respect to any award that is outstanding at the time such amendment, suspension or termination of\nthe Plan is approved by the Board without the participant’s written consent.\n\n \n\n**Summary\nof U.S. Federal Income Tax Consequences**\n\n \n\nThe\nfollowing summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the Plan. The summary\nis based on existing U.S. laws and regulations as of the date hereof, and there can be no assurance that those laws and regulations will\nnot change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s\ndeath, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As\na result, tax consequences for any particular participant may vary based on individual circumstances.\n\n \n\n**Incentive\nStock Options**\n\n \n\nA\nparticipant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an option that qualifies\nas an incentive stock option under Section 422 of the Code. If a participant exercises the option, holds the stock until the later\nof second anniversary of the date on which the incentive stock option was granted or the first anniversary of the date such incentive\nstock option was exercised (the “applicable holding period”) and then later sells or otherwise disposes of the shares acquired\nupon exercise of the option, the participant will recognize a capital gain or loss equal to the difference between the sale price of\nthe shares and the exercise price, and we will not be entitled to any deduction for federal income tax purposes.\n\n \n\n21\n\n \n\n \n\nHowever,\nif the participant disposes of such shares before the end of the applicable holding period (a “disqualifying disposition”),\nany gain up to the excess of the fair market value of the shares on the date of exercise (or, if less, the amount received upon sale\nof such shares) over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction\nin which the participant would not recognize a gain (such as a gift). Any gain in excess of that amount will be a capital gain. If a\nloss is recognized, there will be no ordinary income, and such loss will be a capital loss. Any ordinary income recognized by the participant\nupon the disqualifying disposition of the shares generally should be deductible by us for federal income tax purposes, except to the\nextent such deduction is limited by applicable provisions of the Code.\n\n \n\nFor\npurposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on\nthe exercise date is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year\nof exercise. In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares\nor provide certain basis adjustments or tax credits for purposes.\n\n \n\n**Non-Qualified\nStock Options**\n\n \n\nA\nparticipant generally recognizes no taxable income as the result of the grant of such an option. However, upon exercising a non-qualified\nstock option, the participant normally recognizes ordinary income equal to the amount that the fair market value of the shares on such\ndate exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income\nand FICA taxes.\n\n \n\nUpon\nthe sale of the shares acquired by the exercise of a non-qualified stock option, any gain or loss (based on the difference between the\nsale price and the fair market value on the exercise date) will be taxed as capital gain or loss. Any ordinary income recognized by the\nparticipant upon exercise of non-qualified option generally should be deductible by us for federal income tax purposes, except to the\nextent such deduction is limited by applicable provisions of the Code. No tax deduction is available to us with respect to the grant\nof a non-qualified stock option or the sale of the shares acquired through the exercise of the non-qualified stock option.\n\n \n\n**Restricted\nStock Awards**\n\n \n\nA\nparticipant acquiring shares of restricted stock generally will recognize ordinary income equal to the fair market value of the shares\non the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and FICA taxes.\nThe participant may elect, pursuant to Section 83(b) of the Code, to accelerate the ordinary income tax event to the date of acquisition\nby filing an election with the IRS no later than thirty days after the date the shares are acquired. Upon the sale of shares acquired\npursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the\ndate the ordinary income tax event occurs, will be taxed as capital gain or loss. Any ordinary income recognized by the participant upon\nvesting in shares of restricted stock (or upon filing an election under Section 83(b) of the Code) generally should be deductible by\nus for federal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.\n\n \n\n**Restricted\nStock Unit Awards or Cash or Shares Issuable upon Settlement of an Other Stock-Based Award**\n\n \n\nThere\nare no immediate tax consequences of receiving an award of restricted stock units or another stock-based award. A participant who is\nawarded restricted stock units or another stock-based award generally will be required to recognize ordinary income in an amount equal\nto the amount of cash and/or the fair market value of shares issued to such participant at the end of the applicable vesting period or,\nif later, the settlement date elected by the Administrator or a participant in such award agreement. Any additional gain or loss recognized\nupon any later disposition of any shares received would be capital gain or loss. Any ordinary income recognized by the participant upon\nthe issuance of shares pursuant to a restricted stock unit award or other stock-based award generally should be deductible by us for\nfederal income tax purposes, except to the extent such deduction is limited by applicable provisions of the Code.\n\n \n\n22\n\n \n\n \n\n**Section\n409A**\n\n \n\nSection\n409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s\ndeferral and distribution elections and permissible distribution events. Awards granted under the Plan with a deferral feature will be\nsubject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A\nof the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested,\nwhich may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Code Section\n409A fails to comply with the requirements of Code Section 409A, the participant will incur an additional federal income tax penalty\nequal to 20% of the compensation recognized as ordinary income, as well as interest on such deferred compensation.\n\n \n\n**Tax\nEffect for the Company**\n\n \n\nThe\nCompany generally will be entitled to a tax deduction in connection with an award under the Plan in an amount equal to the ordinary income\nrealized by a participant and at the time the participant recognizes such income (for example, the exercise of a non-qualified stock\noption) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of\ncompensation paid to our chief executive officer and certain “covered employees” as determined under Section 162(m) of the\nCode and applicable guidance. Under Section 162(m) of the Code, the annual compensation paid to any of these specified individuals will\nbe deductible only to the extent that it does not exceed $1,000,000.\n\n \n\nTHE\nFOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO AWARDS UNDER\nTHE PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES\nOF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE\nPARTICIPANT MAY RESIDE.\n\n \n\n**OUR\nBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF PROPOSAL 2.**\n\n** **\n\n23\n\n \n\n** **\n\n**PROPOSAL\nNUMBER 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n** **\n\nOur\naudit committee has selected KNAV CPA LLP (“KNAV”) as our independent registered public accounting firm to perform the\naudit of our financial statements for the fiscal year ending December 31, 2026, and recommends that our stockholders vote for the\nratification of such selection. The ratification of the selection of KNAV as our independent registered public accounting firm for\nthe fiscal year ending December 31, 2026 requires the affirmative vote of a majority of the number of votes cast “FOR”\nand “AGAINST” the proposal. In the event that KNAV is not ratified by our stockholders, the audit committee will review\nits future selection of KNAV as our independent registered public accounting firm.\n\n \n\nKNAV\naudited our financial statements for the fiscal year ended December 31, 2025. Representatives of KNAV are expected to be present\nat the Annual Meeting and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will\nbe available to respond to appropriate questions.\n\n \n\n**Independent\nRegistered Public Accounting Firm Fees and Services**\n\n** **\n\nWe\nregularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed\nwith our audit committee annually. The following table represents aggregate fees billed to the Company for the fiscal years ended December\n31, 2025 and 2024 by KNAV, the Company’s independent registered public accounting firm.\n\n \n\n(US Dollars) \n2025(1)(2)  \n2024(1)(2) \n\nAudit fees \n$685,204  \n$422,640 \n\nAudit-related fees \n$0  \n$0 \n\nTax fees \n$0  \n$0 \n\nAll other fees \n$0  \n$0 \n\nTotal \n$**685,204**  \n$**422,640** \n\n \n\n(1)Audit fees for\nthe fiscal years ended December 31, 2025 and 2024 rendered by KNAV relate to professional services rendered for the audit of our financial\nstatements, quarterly reviews, issuance of consents, and review of documents filed with the SEC.\n\n (2)Fees related to the issuance of consents, and\nreview of documents, filed by the Company with the SEC, have been included in the year in\nwhich those services were performed, which amounted to approximately $72 thousand for the\nyear ended December 31, 2025 and $37.7 thousand for the year ended December 31, 2024, respectively.\n\n \n\n**Pre-Approval\nPolicies and Procedures**\n\n** **\n\nThe\nAudit Committee has adopted a policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed\nto be performed by the independent auditor may be pre-approved. The policy generally provides that we will not engage our independent\nregistered public accounting firm (KNAV) to render any audit, audit-related, tax or permissible non-audit service unless the service\nis either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval\npolicies and procedures described in the policy (“general pre-approval”). Unless a type of service to be provided by our\nindependent registered public accounting firm has received general pre-approval under the policy, it requires specific pre-approval by\nthe Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals.\nAny proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types\nof pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence.\n\n \n\n**Required\nVote**\n\n** **\n\nRatification\nof the appointment of KNAV as our independent registered public accounting firm for the year ending December 31, 2026 requires the affirmative\nvote of a majority of the total votes cast on the proposal at the Annual Meeting to be approved. You may vote “FOR,” “AGAINST,”\nor “ABSTAIN” on this proposal.\n\n \n\n**OUR\nBOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NUMBER 3.**\n\n** **\n\n****\n\n24\n\n \n\n** **\n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**\n\n** **\n\nThe\nfollowing table sets forth information regarding the beneficial ownership of our common stock as of April 10, 2026, by:\n\n \n\n \n●\neach person known to be the beneficial owner of more than 5% of our outstanding common stock;\n\n \n●\neach of our executive officers and directors; and\n\n \n●\nall of our executive officers and directors as a group.\n\n \n\nBeneficial\nownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security\nif he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes\nsecurities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares\nsubject to options that are currently exercisable or exercisable within 60 days are considered outstanding and beneficially owned by\nthe person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding\nfor the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the Company believes that the\npersons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially\nowned by them. Unless otherwise noted, the business address of each of the directors and executive officers of the Company is 200\nWest 41st Street, 21st Floor, New York, NY, 10036.\n\n \n\nBeneficial Owner \n**Number\nof Shares Beneficially Owned**  \nPercentage of Common Stock Beneficially\nOwned \n\nFive Percent Stockholders \n    \n   \n\nConsilium\nEntities(1) \n 11,944,765(2) \n 37.66%\n\nCharles Cassel(1) \n 13,104,866(3) \n 40.55%\n\nJonathan Binder(1)\n \n 13,104,864(4) \n 40.55%\n\nSameer Maskey \n 5,772,780(5) \n 19.95%\n\nTim Gocher \n 2,697,032(8) \n 9.06%\n\nExecutive Officers and Directors \n    \n   \n\nSameer Maskey \n 5,772,780(5) \n 19.95%\n\nAnish Joshi \n 223,420(6) \n *%\n\nParag Shrestha \n 166,152(7) \n *%\n\nRobert Traghetto \n 85,009(8) \n *%\n\nBharat Krish \n -  \n *%\n\nTim Gocher \n 2,697,033(9) \n 9.06%\n\nSanjay Shrestha \n 275,463(10) \n *%\n\nSalman Alam \n 50,000  \n *%\n\nAll Fusemachines Pubco directors and executive officers\nas a group (eight individuals) \n 9,269,857  \n 31.84%\n\n \n\n*\nLess\nthan 1%.\n\n \n \n\n(1)\nConsilium\nExtended Opportunities Fund and Consilium Frontier Equity Fund are managed by Mr. Cassel and Mr. Binder (together with their affiliates,\nthe “Consilium Entities”). Therefore Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Sponsor.\n\n \n\n(2)\n\nIncludes\n(i) 4,072,414 shares of Common Stock held by Consilium Extended Opportunities Fund, (ii) 5,092,476 shares of Common Stock held by\nConsilium Frontier Equity Fund, and (iii) 2,779,875 shares of Common Stock issuable upon the exercise of private placement warrants\nheld by Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities, Mr. Cassel and Mr. Binder\nmay be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund\nLP.\n\n \n\n(3)\nIncludes\n(i) 564,413 shares held directly by Mr. Cassel and Mr. Cassel’s spouse, (ii) 595,688 shares of Common Stock issuable upon the\nexercise of private placement warrants held directly by Mr. Cassel and Mr. Cassel’s spouse, and (iii) the securities held by\nConsilium Extended Opportunities Fund and Consilium Frontier Equity Fund. By virtue of their shared control over the Consilium Entities,\nMr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Consilium Extended Opportunities Fund LP and Consilium\nFrontier Equity Fund LP.\n\n \n \n\n(4)\nIncludes\n(i) 564,412 shares held directly by Mr. Binder, (ii) 595,687 shares of Common Stock issuable upon the exercise of private placement\nwarrants, and (iii) the securities held by Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund. By virtue of\ntheir shared control over the Consilium Entities, Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by\nConsilium Extended Opportunities Fund LP and Consilium Frontier Equity Fund LP.\n\n \n \n\n(5)\nIncludes\n4,127,708 shares directly held by Sameer Maskey and (i) 329,014 shares held by Sameer Maskey’s spouse and (ii) 658,029 and\n658,029 shares are held of record by Maskey Everest Trust and Maskey Annapurna Trust, respectively. Sameer Maskey exercises voting\nor dispositive control over any of the securities held by Maskey Everest Trust and Maskey Annapurna Trust. As such, Mr. Maskey may\nbe deemed to be the beneficial owner of all shares held by Maskey Everest Trust and Maskey Annapurna Trust. Mr. Maskey disclaims\nindividual ownership of such shares except to his individual pecuniary interest in such trusts.\n\n \n \n\n(6)\nIncludes\n(i) 177,667 shares of Common Stock owned by Mr. Joshi directly, as well as (ii) vested stock incentive options exercisable for 45,753\nshares of Common Stock that Mr. Joshi has the right to acquire within 60 days of April 10, 2026. Mr. Joshi disclaims any beneficial\nownership of such shares, except to the extent of any pecuniary interest therein.\n\n \n \n\n(7)\nIncludes\n(i) 125,025 shares of Common Stock owned by Mr. Shrestha directly, as well as (ii) vested stock incentive options exercisable for\n41,127 shares of Common Stock that Mr. Shrestha has the right to acquire within 60 days of April 10, 2026. Mr. Shrestha disclaims\nany beneficial ownership of such shares, except to the extent of any pecuniary interest therein.\n\n \n \n\n(8)\nIncludes\n(i) 73,699 shares of Common Stock owned by Mr. Traghetto directly, as well as (ii) vested stock incentive options exercisable for\n11,310 shares of Common Stock that Mr. Traghetto has the right to acquire within 60 days of April 10, 2026. Mr. Traghetto disclaims\nany beneficial ownership of such shares, except to the extent of any pecuniary interest therein.\n\n \n \n\n(9)\nIncludes\n2,677,293 shares of Common Stock held directly by Dolma Impact Fund (“Dolma”). Mr. Gocher is the founder and Chief\nExecutive Officer of Dolma, and so may be deemed to have voting and dispositive power over the securities held by Dolma. Also\nincludes vested stock incentive options exercisable for 19,740 shares of Common Stock that Mr. Gocher has the right to acquire\nwithin 60 days of April 10, 2026. Mr. Gocher disclaims any beneficial ownership of such shares, except to the extent of any\npecuniary interest therein.\n\n \n \n\n(10)\nIncludes\n(i) 235,982 shares of Common Stock owned by Mr. Shrestha directly, as well as (ii) vested stock incentive options exercisable for\n39,481 shares of Common Stock that Mr. Shrestha has the right to acquire within 60 days of April 10, 2026. Mr. Shrestha disclaims\nany beneficial ownership of such shares, except to the extent of any pecuniary interest therein.\n\n \n\n25\n\n \n\n \n\n**EXECUTIVE\nOFFICERS**\n\n** **\n\nOur\nexecutive officers as of March 31, 2026 and positions with Fusemachines are provided in the table below and in the additional\nbiographical descriptions set forth in the text below the table.\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nSameer\nMaskey\n \n47\n \nChief\nExecutive Officer, Class III Director\n\nChristine\nChambers\n \n49\n \nChief\nFinancial Officer\n\nParag\nShrestha\n \n45\n \nHead\nof Strategy\n\nRobert\nTraghetto\n \n45\n \nHead\nof AI Services\n\nAnish\nJoshi\n \n36\n \nHead\nof Technology\n\n \n\nOur\nBoard chooses our executive officers, who then serve at the discretion of our Board.\n\n \n\n**Sameer\nMaskey.***For a brief biography of Mr. Maskey, please see*“*Proposal No. 1: Election of Directors- Continuing Directors.*”\n\n \n\n**Christine\nChambers** has served as Fusemachines’ Chief Financial Officer since August 2025. Ms. Chambers has over 20 years of experience\nin leading financial operations and developing growth strategies across multiple publicly traded companies, including for Petmed Express\nInc. (NASDAQ:PETS) from August 2022 to August 2024, and RealNetworks Inc. (formerly NASDAQ:RNWK) from March 2021 to August 2022. She\npreviously held financial planning and analysis roles with Rosetta Stone, Inc. AstraZeneca plc, and Agilent Technologies, Inc. Ms. Chambers\nreceived her MBA from the University of Washington and her B.A. in Finance from Loughborough University.\n\n \n\n**Parag\nShrestha** has served as Fusemachines’ Head of Strategy since January 2021, where he leads the company’s distributed\nteam across South Asia. From September 2019 to January 2021, he held roles of increasing seniority with Fusemachines including Business\nDevelopment Executive & Product Executive, and Enterprise Executive. Prior to joining Fusemachines, Mr. Shrestha held senior engineering\nand consulting roles with organizations including 360insights, Salesforce, Fidelity National Information Service, Initiate Systems,\nand Aon Hewitt. Mr. Shrestha holds a B.S. in Computer Science from the University of Windsor.\n\n \n\n**Robert\nTraghetto** has served as Fusemachines’ Vice President of AI Services since March 2021, where he leads AI Service strategy,\ntalent acquisition, employee development, and service delivery. Mr. Traghetto has over 20 years of experience in software and product\nengineering. From August 2018 to March 2021, he held roles of increasing seniority with Fusemachines including Director of Technology,\nand Senior Architect. Mr. Traghetto was the co-founder of Rake, a talent acquisition and candidate engagement platform, which was acquired\nby Fusemachines in April 2018. Prior to Fusemachines and Rake, Mr. Traghetto held senior engineering and technology roles with organizations\nincluding Yingo Yango, The Institute for Integrative Nutrition, and TMP Worldwide. Mr. Traghetto holds a Bachelor of Technology in Computer\nSystems from the New York City College of Technology and an M.S. in Computer Science from the City College of New York.\n\n \n\n**Anish\nJoshi** has served as Fusemachines’ Head of Technology since January 2020, where he manages the company’s engineering\nteam, technology planning and product development. Mr. Joshi has over 16 years of technology and product development experience. He is\nalso responsible for leading the company’s AI Support Services team and motivating them to build innovative solutions. Mr. Joshi\njoined Fusemachines in January 2013 and held roles of increasing seniority between that time and January 2020, including VP of Technology,\nDirector of Technology, and Sr. Technology Manager. Mr. Joshi holds a Bachelor of Information Management from Prime College.\n\n \n\n26\n\n \n\n \n\n**EXECUTIVE\nCOMPENSATION**\n\n** **\n\nThe\nfollowing is a discussion and analysis of compensation arrangements of the Company’s named executive officers. This discussion\nmay contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations\nregarding future compensation programs. The actual compensation programs that the Company adopts may differ materially from the currently\nplanned programs that are summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are\nnot required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements\napplicable to emerging growth companies.\n\n \n\n**Summary\nCompensation Table**\n\n** **\n\nThe\nfollowing table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025\nand 2024:\n\n \n\nName and Principal Position \nYear \n\n**Salary**\n\n**($)(1)**\n  \n\n**Bonus**\n\n**($)(2)**\n  \n\n**Option**\n\n**Awards**\n\n**($)(3)**\n  \n\n**Total**\n\n**($)**\n \n\n*Sameer Maskey*\n\n*Chief Executive Officer*\n \n2025 \n 418,357  \n 1,000,000  \n -  \n 1,418,357 \n\n  \n2024 \n 400,000  \n -  \n -  \n 400,000 \n\nChristine Chambers(4)\n\n*Chief Financial Officer*\n \n2025 \n 132,000  \n -  \n -  \n 132,000 \n\n  \n2024 \n -  \n -  \n -  \n - \n\n*Anish Joshi*\n\n*Head of Technology*\n \n2025 \n 250,000  \n -  \n -  \n 250,000 \n\n  \n2024 \n 223,750  \n 30,188  \n 142,879  \n 396,817 \n\n*Parag Shrestha*\n\n*Head of Strategy, MD South Asia*\n \n2025 \n 113,787  \n -  \n -  \n 113,787 \n\n  \n2024 \n 116,526  \n -  \n 142,879  \n 259,405 \n\n*Robert Traghetto*\n\n*Head of AI Services*\n \n2025 \n 200,000  \n -  \n -  \n 200,000 \n\n  \n2024 \n 185,833  \n 28,999  \n 71,439  \n 286,271 \n\n \n\n(1)\nThe\namounts in this column reflect the base salary and the remuneration paid and accrued, to the named executive officers for the financial\nyears ended December 31, 2025 and 2024.\n\n(2)\nThe\namounts in this column represent the amount of discretionary bonus payments earned by each named executive officers in respect of\nthe financial year ended December 31, 2025 and 2024.\n\n(3)\nThe\namounts in this column represent the aggregate grant date fair value of option awards granted to each named executive officer. These\namounts do not include partial recourse promissory notes provided to the named executive officers to exercise these awards.\n\n(4)\nMs.\nChambers was appointed Chief Financial Officer in 2025 and as such received no compensation in 2024.\n\n \n\n**Named\nExecutive Officer Employment Arrangements**\n\n \n\nBelow\nare descriptions of the current employment agreements with our named executive officers.\n\n \n\n**CEO\nAgreement**\n\n \n\nOn\nOctober 21, 2025, the Company entered into an executive employment agreement (the “CEO Agreement”) with Sameer Maskey, the\nCompany’s Chief Executive Officer (referred to in this section titled *CEO Agreement*, “Executive”). The CEO Agreement\nprovides, among other things, that Executive shall be entitled to a base salary of $495,000 and shall be eligible for an annual cash\nbonus equal to up to 100% of his base salary (subject to meeting target performance goals each year). Executive is also eligible to participate\nin the Company’s equity compensation plans. Upon the Executive’s termination of employment for any reason outside of the\nChange of Control Period (as defined in the CEO Agreement), the Executive (or his Beneficiary following the Executive’s death)\nshall receive (i) a lump sum payment on the Date of Termination in an amount equal to the sum of the Executive’s earned but unpaid\nBase Salary through his Date of Termination plus his accrued but unused vacation days at the Executive’s Base Salary in effect\nas of his Date of Termination; plus (ii) any other benefits or rights the Executive has accrued or earned through his Date of Termination\nin accordance with the terms of the applicable fringe or employee benefit plans and programs of the Company’s. In addition to the\ncompensation and benefits payable above, if the Executive’s employment is terminated by the Company without Cause or by the Executive\nfor Good Reason outside of the Change of Control Period, and the Executive returns an executed Release to the Company, which becomes\nfinal, binding and irrevocable within sixty (60) days following the Executive’s Date of Termination, the Executive (or his Beneficiary\nfollowing the Executive’s death) shall receive: (i) Executive’s accrued but unpaid Annual Bonus, if any, for the fiscal year\nended prior to his Date of Termination payable at the same time annual bonuses for such fiscal year are paid to other key Employees of\nthe Company pursuant to the terms of the Bonus Plan, (ii) a severance payment payable in a single lump sum within five (5) business days\nafter the Executive’s Release becomes final, binding and irrevocable, in an amount equal to 12 months of Base Salary, and (iii)\nreimbursement of the COBRA premiums, if any, paid by the Executive for continuation coverage for the Executive, his spouse and dependents\nunder the Company’s group health, dental and vision plans for a 12 month period from the Date of Termination. Capitalized terms\nused and not defined herein shall have the meanings ascribed to them in the CEO Agreement. The CEO Agreement includes customary indemnification\nprovisions.\n\n \n\n27\n\n \n\n \n\n**CFO\nAgreement**\n\n \n\nOn\nJuly 21, 2025*,*the Company entered into an offer letter agreement (the “CFO Agreement”) with Christine Chambers, the\nCompany’s Chief Financial Officer (referred to in this section titled *CFO Agreement*, “Executive”). The CFO Agreement\nprovides, among other things, that Executive will receive a base salary equal to $360,000, with a bonus structure to be determined at\na later date. Executive is also eligible to participate in the Company’s equity compensation plans, and is entitled to an initial\naward of 100,000 shares of the Company’s equity units, which shall be stock options or restricted stock units, to be determined\nat a later date upon mutual agreement of the Company and Executive. The CFO Agreement includes customary indemnification provisions.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End Table**\n\n \n\nThe\nfollowing table sets forth information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.\n\n \n\n  \nOption Awards  \nStock Awards \n\nName \n\n**Number of**\n\n**Securities**\n\n**Underlying**\n\n**Unexercised**\n\n**Options**\n\n**(#)**\n\n**Exercisable**\n  \n\n**Number of**\n\n**Securities Underlying**\n\n**Unexercised**\n\n**Options(#)**\n\n**Unexerciseable**\n  \n\n**Option**\n\n**Exercise**\n\n**Price**\n\n**($)**\n  \n\n**Option**\n\n**Expiration**\n\n**Date**\n  \n\n**Number of**\n\n**Shares**\n\n**That Have**\n\n**Not**\n\n**Vested**\n\n**(#)**\n  \n\n**Market Value of Shares**\n\n**That Have**\n\n**Not Vested**\n\n**($)**\n \n\n*Sameer Maskey*\n\n*Chief Executive Officer*\n \n -  \n -  \n -  \n -  \n -  \n - \n\n*Christine Chambers*\n\n*Chief Financial Officer(1)*\n \n -  \n -  \n -  \n -  \n -  \n - \n\n*Anish Joshi*\n\n*Head of Technology*\n \n 20,563  \n 12,339  \n 1.95  \n 12-19-2033  \n -  \n - \n\n  \n \n20,048\n  \n \n12,852\n  \n 6.78  \n \n01-19-2034\n  \n -  \n - \n\n*Parag Shrestha*\n\n*Head of Strategy, MD South Asia*\n \n 20,049  \n 12,852  \n 6.78  \n 01-19-2034  \n -  \n - \n\n  \n \n16,451\n  \n \n9,871\n  \n \n1.95\n  \n \n12-19-2033\n  \n -  \n - \n\n*Robert Traghetto*\n\n*Head of AI Services*\n \n 16,451  \n 9,871  \n 1.95  \n 12-19-2033  \n -  \n - \n\n \n\n28\n\n \n\n \n\n**EQUITY\nCOMPENSATION PLAN INFORMATION**\n\n \n\nWe\ncurrently maintain the following equity compensation plans that provide for the issuance of shares of our common stock to our officers\nand other employees, directors and consultants, each of which has been approved by our stockholders: the Fusemachines Inc. 2025 Omnibus\nEquity Incentive Plan.\n\n \n\nThe\nfollowing table presents information as of December 31, 2025 with respect to compensation plans under which shares of our common stock\nmay be issued:\n\n \n\n  \n(a)  \n(b)  \n(c) \n\n  \n\n**Number of Securities**\n\n**to be Issued Upon**\n\n**Exercise of**\n\n**Outstanding**\n\n**Options and Awards**\n  \n\n**Weighted-average exercise price of outstanding securities**\n\n**($)**\n  \nNumber of securities remaining available for future issuance under equity compensation plans \n\nEquity compensation plans approved by security holders \n    0(1) \n       -  \n 1,500,000 \n\nEquity compensation plans not approved by security holders \n -  \n -  \n - \n\nTotal \n    \n    \n   \n\n \n\n(1)Subsequent to December 31, 2025, the Company issued awards\nrepresenting the potential issuance of up to 1,219,710 shares of common stock under the 2025 Plan, as of April 10, 2026.\n\n \n\n**CERTAIN\nRELATIONSHIPS AND RELATED PARTY TRANSACTIONS**\n\n** **\n\nThe\nfollowing includes a summary of transactions since January 1, 2025 to which we have been a party, in which the amount involved in the\ntransaction exceeded the lesser of (i) $120,000 and (ii) 1% of the average of the Company’s total assets at year-end for the last\ntwo completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than\n5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material\ninterest, other than equity and other compensation, termination, change in control and other arrangements, which are described under\n“Executive Compensation.”\n\n \n\n**Indemnification\nAgreements**\n\n** **\n\nWe\nhave entered into indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides\nfor indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or\nher service to us or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable\nlaw.\n\n \n\n**Policies\nand Procedures for Transactions with Related Parties**\n\n** **\n\nThe\nCompany has adopted a written Related Party Transaction Policy that set forth its procedures for the identification, review, consideration\nand approval or ratification of related person transactions. A related person includes directors, executive officers, beneficial owners\nof 5% or more of any class of the Company’s voting securities, immediate family members of any of the foregoing persons, and any\nentities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest. Under the Related Party\nTransaction Policy, if a transaction involving an amount in excess of $120,000 has been identified as a related person transaction, including\nany transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified\nas a related person transaction prior to consummation, information regarding the related person transaction must be reviewed and approved\nby the Company’s audit committee.\n\n \n\n29\n\n \n\n \n\nIn\nconsidering related person transactions, the Company’s audit committee will take into account the relevant available facts and\ncircumstances including, but not limited to:\n\n \n\n \n●\nthe related person’s interest in the related person transaction;\n\n \n●\nthe approximate dollar value of the amount involved in the related person transaction;\n\n \n●\nthe approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any\nprofit or loss;\n\n \n●\nwhether the transaction was undertaken in the ordinary course of business of the Company;\n\n \n●\nwhether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to the Company than\nterms that could have been reached with an unrelated third party;\n\n \n●\nthe purpose of, and the potential benefits to the Company of, the transaction; and\n\n \n●\nany other information regarding the related person transaction or the related person in the context of the proposed transaction that would\nbe material to investors in light of the circumstances of the particular transaction.\n\n \n\nThe\nRelated Party Transaction Policy requires that, in determining whether to approve, ratify or reject a related person transaction, the\naudit committee must review all relevant information available to it about such transaction, and that it may approve or ratify the related\nperson transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, the\nbest interests of the Company.\n\n \n\n**Section\n16 Reporting Compliance**\n\n** **\n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Exchange Act requires certain of our officers and our directors, and persons who own more than 10 percent of a registered\nclass of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater\nthan 10 percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.\n\n \n\nBased\nsolely on our review of copies of such forms received by us, we believe that during the year ended December 31, 2025, all filing requirements\napplicable to all of our officers, directors, and greater than 10% beneficial stockholders were timely complied with.\n\n \n\n**REPORT\nOF THE AUDIT COMMITTEE**\n\n** **\n\n*The\ninformation contained in the following report of our audit committee is not considered to be*“*soliciting material,*”\n“*filed*” *or incorporated by reference in any past or future filing by us under the Exchange Act or the Securities\nAct unless and only to the extent that we specifically incorporate it by reference.*\n\n \n\nOur\naudit committee has reviewed and discussed with our management and KNAV our audited financial statements for the fiscal year ended\nDecember 31, 2025. Our audit committee has also discussed with KNAV the matters required to be discussed by the applicable requirements\nof the Public Company Accounting Oversight Board, or the PCAOB, and the SEC.\n\n \n\nOur\naudit committee has received and reviewed the written disclosures and the letter from KNAV required by applicable requirements\nof the PCAOB regarding the independent accountant’s communications with our audit committee concerning independence and has discussed\nwith KNAV its independence from us.\n\n \n\nBased\non the review and discussions referred to above, our audit committee recommended to our Board that the audited financial statements be\nincluded in the Annual Report on Form 10-K filed with the SEC.\n\n \n\n**Submitted\nby the Audit Committee**\n\n \n\nSalman\nAlam, Chair\n\nSanjay\nShrestha\n\nBharat\nKrish\n\n \n\n30\n\n \n\n \n\n**WHERE\nYOU CAN FIND ADDITIONAL INFORMATION**\n\n** **\n\nWe\nwill mail, without charge, upon written request, a copy of the Annual Report on Form 10-K, including the financial statements and list\nof exhibits, and any exhibit specifically requested. Requests should be sent to:\n\n \n\n**Fusemachines\nInc.**\n\n** **\n\n200 West 41st Street, 21st Floor\n\nNew\nYork, NY, 10036\n\n \n\nThe\nAnnual Report on Form 10-K is also available at https://ir.fusemachines.com/financials-and-filings/sec-filings.\n\n \n\n**OTHER\nMATTERS**\n\n** **\n\nOur\nBoard does not presently intend to bring any other business before the Annual Meeting and, so far as is known to our Board, no matters\nare to be brought before the Annual Meeting except as specified in the Notice of Annual Meeting of Stockholders. As to any business that\nmay arise and properly come before the Annual Meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect\nthereof in accordance with the judgment of the persons voting such proxies.\n\n \n\nYou\nmay also access such documents free of charge at https://ir.fusemachines.com/financials-and-filings/sec-filings as soon as reasonably\npracticable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained on\nthat site, or connected to that site, are not incorporated into and are not a part of this Proxy Statement.\n\n \n\nBy\nOrder of the Board of Directors,\n\n \n\n/s/\nSameer Maskey\n \n\n*Chief\nExecutive Officer and Board Member*\n \n\nNew\nYork, New York\n \n\nApril\n27, 2026\n \n\n \n\n31\n\n \n\n \n\n**Annex\nA**\n\n \n\nFUSEMACHINES\nINC.\n\n2025\nOMNIBUS EQUITY INCENTIVE PLAN\n\n(As\namended, [●], 2026)\n\n \n\n \n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n \n \n \n**PAGE**\n\nArticle\n1.\nEffective Date, Objectives and Duration\n \n1\n\n1.1\nEffective\nDate of the Plan\n \n1\n\n1.2\nObjectives\nof the Plan\n \n1\n\n1.3\nDuration\nof the Plan\n \n1\n\n \n \n \n \n\nArticle\n2.\nDefinitions\n \n1\n\n2.1\n“Affiliate”\n \n1\n\n2.2\n“Award”\n \n1\n\n2.3\n“Award\nAgreement”\n \n2\n\n2.4\n“Board”\n \n2\n\n2.5\n“Bonus\nShares”\n \n2\n\n2.6\n“Cause”\n \n2\n\n2.7\n“CEO”\n \n2\n\n2.8\n“Change\nin Control”\n \n2\n\n2.9\n“Code”\n \n3\n\n2.10\n“Committee”\nor “Incentive Plan Committee”\n \n3\n\n2.11\n“Compensation\nCommittee”\n \n3\n\n2.12\n“Common\nStock”\n \n3\n\n2.13\n“Corporate\nTransaction”\n \n3\n\n2.14\n“Deferred\nStock”\n \n3\n\n2.15\n“Disability”\nor “Disabled”\n \n3\n\n2.16\n“Dividend\nEquivalent”\n \n3\n\n2.17\n“Effective\nDate”\n \n3\n\n2.18\n“Eligible\nPerson”\n \n4\n\n2.19\n“Exchange\nAct”\n \n4\n\n2.20\n“Exercise\nPrice”\n \n4\n\n2.21\n“Fair\nMarket Value”\n \n4\n\n2.22\n“Grant\nDate”\n \n4\n\n2.23\n“Grantee”\n \n4\n\n2.24\n“Incentive\nStock Option”\n \n4\n\n2.25\n“Including”\nor “includes”\n \n4\n\n2.26\n“Management\nCommittee”\n \n4\n\n2.27\n“Non-Employee\nDirector”\n \n4\n\n2.28\n“Option”\n \n5\n\n2.29\n“Other\nStock-Based Award”\n \n5\n\n2.30\n“Parent\nCorporation”\n \n5\n\n2.31\n“Performance\nPeriod”\n \n5\n\n2.32\n“Performance\nShare” and “Performance Unit”\n \n5\n\n2.33\n“Period\nof Restriction”\n \n5\n\n2.34\n“Person”\n \n5\n\n2.35\n“Restricted\nShares”\n \n5\n\n \n\n- i -\n\n \n\n \n\n**TABLE OF CONTENTS**\n\n \n\n \n \n \n**PAGE**\n\n2.36\n“Restricted\nStock Units”\n \n5\n\n2.37\n“Rule\n16b-3”\n \n5\n\n2.38\n“SEC”\n \n5\n\n2.39\n“Section\n16 Non-Employee Director”\n \n5\n\n2.40\n“Section\n16 Person”\n \n5\n\n2.41\n“Separation\nfrom Service”\n \n6\n\n2.42\n“Share”\n \n6\n\n2.43\n“Stock\nAppreciation Right” or “SAR”\n \n6\n\n2.44\n“Subsidiary\nCorporation”\n \n6\n\n2.45\n“Surviving\nCompany”\n \n6\n\n2.46\n“Term”\n \n6\n\n2.47\n“Termination\nof Affiliation”\n \n6\n\n \n \n \n \n\nArticle\n3.\nAdministration\n \n7\n\n3.1\nCommittee\n \n7\n\n3.2\nPowers\nof Committee\n \n7\n\n3.3\nNo\nRepricings\n \n10\n\n \n \n \n \n\nArticle\n4.\nShares Subject to the Plan\n \n10\n\n4.1\nNumber\nof Shares Available for Grants\n \n10\n\n4.2\nAdjustments\nin Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution or Change in Control\n \n11\n\n \n \n \n \n\nArticle\n5.\nEligibility and General Conditions of Awards\n \n12\n\n5.1\nEligibility\n \n12\n\n5.2\nAward\nAgreement\n \n12\n\n5.3\nGeneral\nTerms and Termination of Affiliation\n \n12\n\n5.4\nNontransferability\nof Awards\n \n12\n\n5.5\nCancellation\nand Rescission of Awards\n \n13\n\n5.6\nStand-Alone,\nTandem and Substitute Awards\n \n13\n\n5.7\nCompliance\nwith Rule 16b-3\n \n14\n\n5.8\nDeferral\nof Award Payouts\n \n15\n\n \n \n \n \n\nArticle\n6.\nStock Options\n \n15\n\n6.1\nGrant\nof Options\n \n15\n\n6.2\nAward\nAgreement\n \n15\n\n6.3\nOption\nExercise Price\n \n15\n\n6.4\nGrant\nof Incentive Stock Options\n \n15\n\n6.5\nPayment\nof Exercise Price\n \n16\n\n \n \n \n \n\nArticle\n7.\nStock Appreciation Rights\n \n17\n\n7.1\nIssuance\n \n17\n\n7.2\nAward\nAgreements\n \n17\n\n7.3\nSAR\nExercise Price\n \n17\n\n7.4\nExercise\nand Payment\n \n17\n\n \n \n \n \n\nArticle\n8.\nRestricted Shares\n \n18\n\n8.1\nGrant\nof Restricted Shares\n \n18\n\n8.2\nAward\nAgreement\n \n18\n\n8.3\nConsideration\nfor Restricted Shares\n \n18\n\n8.4\nEffect\nof Forfeiture\n \n18\n\n8.5\nEscrow;\nLegends\n \n18\n\n \n\n- ii -\n\n \n\n \n\n**TABLE OF CONTENTS**\n\n \n\n \n \n \n**PAGE**\n\nArticle\n9.\nPerformance Units and Performance Shares\n \n19\n\n9.1\nGrant\nof Performance Units and Performance Shares\n \n19\n\n9.2\nValue/Performance\nGoals\n \n19\n\n9.3\nEarning\nof Performance Units and Performance Shares\n \n19\n\n \n \n \n \n\nArticle\n10.\nDeferred Stock and Restricted Stock Units\n \n19\n\n10.1\nGrant\nof Deferred Stock and Restricted Stock Units\n \n19\n\n10.2\nVesting\nand Delivery\n \n20\n\n10.3\nVoting\nand Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units\n \n20\n\n \n \n \n \n\nArticle\n11.\nDividend Equivalents\n \n21\n\n \n \n \n \n\nArticle\n12.\nBonus Shares\n \n21\n\n \n \n \n \n\nArticle\n13.\nOther Stock-Based Awards\n \n21\n\n \n \n \n \n\nArticle\n14.\nNon-Employee Director Awards\n \n21\n\n \n \n \n \n\nArticle\n15.\nAmendment, Modification, and Termination\n \n22\n\n15.1\nAmendment,\nModification, and Termination\n \n22\n\n15.2\nAwards\nPreviously Granted\n \n22\n\n \n \n \n \n\nArticle\n16.\nCompliance with Code Section 409A\n \n22\n\n16.1\nAwards\nSubject to Code Section 409A\n \n22\n\n16.2\nDeferral\nand/or Distribution Elections\n \n22\n\n16.3\nSubsequent\nElections\n \n23\n\n16.4\nDistributions\nPursuant to Deferral Elections\n \n23\n\n16.5\nSix\nMonth Delay\n \n23\n\n16.6\nDeath\nor Disability\n \n24\n\n16.7\nNo\nAcceleration of Distributions\n \n24\n\n \n \n \n \n\nArticle\n17.\nWithholding\n \n24\n\n17.1\nRequired\nWithholding\n \n24\n\n17.2\nNotification\nunder Code Section 83(b)\n \n25\n\n \n \n \n \n\nArticle\n18.\nAdditional Provisions\n \n25\n\n18.1\nSuccessors\n \n25\n\n18.2\nSeverability\n \n25\n\n18.3\nRequirements\nof Law\n \n25\n\n18.4\nSecurities\nLaw Compliance\n \n26\n\n18.5\nRecoupment\n \n26\n\n18.6\nNo\nRights as a Stockholder\n \n27\n\n18.7\nNature\nof Payments\n \n27\n\n18.8\nNon-Exclusivity\nof Plan\n \n27\n\n18.9\nGoverning\nLaw\n \n27\n\n18.10\nUnfunded\nStatus of Awards; Creation of Trusts\n \n27\n\n18.11\nAffiliation\n \n28\n\n18.12\nParticipation\n \n28\n\n18.13\nMilitary\nService\n \n28\n\n18.14\nConstruction\n \n28\n\n18.15\nHeadings\n \n28\n\n18.16\nObligations\n \n28\n\n18.17\nNo\nRight to Continue as Director\n \n28\n\n18.18\nStockholder\nApproval\n \n28\n\n \n\n- iii -\n\n \n\n \n\nFUSEMACHINES\nINC.\n\n2025\nOMNIBUS EQUITY INCENTIVE PLAN\n\n \n\nArticle\n1.\n\nEffective\nDate, Objectives and Duration\n\n \n\n1.1\nEffective Date of the Plan. The Board of Directors (the “Board”) of Fusemachines Inc., a Delaware corporation\n(the “Company”), adopted the 2025 Omnibus Equity Incentive Plan (the “Plan”) effective as of July 28, 2025.\nThe most recent amendment of the Plan was adopted by the Board on [_], 2026 (the “Effective Date”), and approved by the Company’s\nstockholders on [__], 2026.\n\n \n\n1.2\nObjectives of the Plan. The Plan is intended (a) to allow selected employees of and consultants to the Company and its\nAffiliates to acquire or increase equity ownership in the Company, thereby strengthening their commitment to the success of the Company\nand stimulating their efforts on behalf of the Company, and to assist the Company and its Affiliates in attracting new employees, officers\nand consultants and retaining existing employees and consultants, (b) to optimize the profitability and growth of the Company and its\nAffiliates through incentives which are consistent with the Company’s goals, (c) to provide Grantees with an incentive for excellence\nin individual performance, (d) to promote teamwork among employees, consultants and Non-Employee Directors, and (e) to attract and retain\nhighly qualified persons to serve as Non-Employee Directors and to promote ownership by such Non-Employee Directors of a greater proprietary\ninterest in the Company, thereby aligning such Non-Employee Directors’ interests more closely with the interests of the Company’s\nstockholders.\n\n \n\n1.3\nDuration of the Plan. The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of\nthe Board to amend or terminate the Plan at any time pursuant to Article 15 hereof, until the earlier of the tenth anniversary of the\nEffective Date, or the date all Shares subject to the Plan shall have been purchased or acquired and the restrictions on all Restricted\nShares granted under the Plan shall have lapsed, according to the Plan’s provisions.\n\n \n\nArticle\n2.\n\nDefinitions\n\n \n\nWhenever\nused in the Plan, the following terms shall have the meanings set forth below:\n\n \n\n2.1\n“Affiliate” means any corporation or other entity, including but not limited to partnerships, limited\nliability companies and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) stock\npossessing more than fifty percent (50%) of the total combined voting power of all classes of stock entitled to vote, or more than\nfifty percent (50%) of the total value of all shares of all classes of stock of such corporation, or (b) an aggregate of more than\nfifty percent (50%) of the profits interest or capital interest of a non-corporate entity.\n\n \n\n2.2\n“Award” means Options (including non-qualified options and Incentive Stock Options), SARs, Restricted\nShares, Performance Units (which may be paid in cash), Performance Shares, Deferred Stock, Restricted Stock Units, Dividend\nEquivalents, Bonus Shares or Other Stock-Based Awards granted under the Plan.\n\n \n\n \n\n \n\n \n\n2.3\n“Award Agreement” means either (a) a written agreement entered into by the Company and a Grantee setting\nforth the terms and provisions applicable to an Award granted under this Plan, or (b) a written statement issued by the Company to a\nGrantee describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may\nprovide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other\nnon-paper means for the acceptance thereof and actions thereunder by the Grantee.\n\n \n\n2.4\n“Board” means the Board of Directors of the Company.\n\n \n\n2.5\n“Bonus Shares” means Shares that are awarded to a Grantee with or without cost and without restrictions\neither in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or\notherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee, as payment in lieu of any cash\nremuneration otherwise payable to the Grantee.\n\n \n\n2.6\n“Cause” means, except as otherwise defined in an Award Agreement:\n\n \n\n(a) the\ncommission of any act by a Grantee constituting a felony or crime of moral turpitude (or their equivalent in a non-United States jurisdiction);\n\n \n\n(b) an\nact of dishonesty, fraud, intentional misrepresentation, or harassment which, as determined in good faith by the Committee, would: (i)\nmaterially adversely affect the business or the reputation of the Company or any of its Affiliates with their respective current or prospective\ncustomers, suppliers, lenders and/or other third parties with whom the Company or an Affiliate does or might do business; or (ii) expose\nthe Company or an Affiliate to a risk of civil or criminal legal damages, liabilities or penalties;\n\n \n\n(c) any\nmaterial misconduct in violation of the Company’s or an Affiliate’s written policies; or\n\n \n\n(d) willful\nand deliberate non-performance of the Grantee’s duties in connection with the business affairs of the Company or its Affiliates;\n\n \n\n*provided,\nhowever*, that if the Grantee has a written employment or consulting agreement with the Company or any of its Affiliates or participates\nin any severance plan established by the Company that includes a definition of “cause,” Cause shall have the meaning set\nforth in such employment or consulting agreement or severance plan.\n\n \n\n2.7\n“CEO” means the Chief Executive Officer of the Company.\n\n \n\n2.8\n“Change in Control” shall have the meaning set forth in Section 16.4(e).\n\n \n\n- 2 -\n\n \n\n \n\n2.9\n“Code” means the Internal Revenue Code of 1986, as amended from time to time. References to a particular\nsection of the Code include references to regulations and rulings thereunder and to successor provisions.\n\n \n\n2.10\n“Committee” or “Incentive Plan Committee” has the meaning set forth in Section\n3.1(a).\n\n \n\n2.11\n“Compensation Committee” means the compensation committee of the Board.\n\n \n\n2.12\n“Common Stock” means the common stock, $0.001 par value, of the Company.\n\n \n\n2.13\n“Corporate Transaction” shall have the meaning set forth in Section 4.2(b).\n\n \n\n2.14\n“Deferred Stock” means a right, granted under Article 10, to receive Shares at the end of a specified\ndeferral period.\n\n \n\n2.15\n“Disability” or “Disabled” means, unless otherwise defined in an Award Agreement, or as\notherwise determined under procedures established by the Committee for purposes of the Plan:\n\n \n\n(a) Except\nas provided in (b) below, a disability within the meaning of Section 22(e)(3) of the Code; and\n\n \n\n(b) In\nthe case of any Award that constitutes deferred compensation within the meaning of Section 409A of the Code, a disability as defined\nin regulations under Code Section 409A. For purpose of Code Section 409A, a Grantee will be considered Disabled if:\n\n \n\n(i) the\nGrantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment\nwhich can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or\n\n \n\n(ii) the\nGrantee is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be\nexpected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not\nless than three (3) months under an accident and health plan covering employees of the Grantee’s employer.\n\n \n\n2.16\n“Dividend Equivalent” means a right to receive payments equal to dividends or property, if and when paid\nor distributed, on a specified number of Shares.\n\n \n\n2.17\n“Effective Date” has the meaning set forth in Section 1.1.\n\n \n\n- 3 -\n\n \n\n \n\n2.18\n“Eligible Person” means any individual who is an employee (including any officer) of, a non-employee\nconsultant to, or a Non-Employee Director of, the Company or any Affiliate; provided, however, that solely with respect to the grant\nof an Incentive Stock Option, an Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary\nCorporation. Notwithstanding the foregoing, an Eligible Person shall also include an individual who is expected to become an\nemployee of, non-employee consultant to, or Non-Employee Director of the Company or any Affiliate within a reasonable period of time\nafter the grant of an Award (other than an Incentive Stock Option); provided that any Award granted to any such individual shall be\nautomatically terminated and cancelled without consideration if the individual does not begin performing services for the Company or\nany Affiliate within twelve (12) months after the Grant Date. Solely for purposes of Section 5.6(b), current or former employees or\nnon-employee directors of, or consultants to, an Acquired Entity who receive Substitute Awards in substitution for Acquired\nEntity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute Awards.\n\n \n\n2.19\n“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a\nparticular section of the Exchange Act include references to successor provisions.\n\n \n\n2.20\n“Exercise Price” means (a) with respect to an Option, the price at which a Share may be purchased by a\nGrantee pursuant to such Option or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to\nArticle 7, which is used to determine the amount, if any, of the payment due to a Grantee upon exercise of the SAR.\n\n \n\n2.21\n“Fair Market Value” of a Share means a price that is based on the opening, closing, actual, high, low, or\nthe arithmetic mean of selling prices of a Share reported on an established stock exchange which is the principal exchange upon\nwhich the Shares are traded on the applicable date or the preceding trading day. Unless the Committee determines otherwise, if the\nShares are traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, Fair\nMarket Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of\na Share on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly\ntraded. In the event Shares are not publicly traded at the time a determination of their Fair Market Value is required to be made\nhereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate\nprovided such manner is consistent with Treasury Regulation Section 1.409A-1(b)(5)(iv)(B).\n\n \n\n2.22\n“Grant Date” means the date on which an Award is granted or such later date as specified in advance by the\nCommittee.\n\n \n\n2.23\n“Grantee” means a person who has been granted an Award.\n\n \n\n2.24\n“Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the\nCode.\n\n \n\n2.25\n“Including” or “includes” means “including, without limitation,” or\n“includes, without limitation,” respectively.\n\n \n\n2.26\n“Management Committee” has the meaning set forth in Section 3.1(b).\n\n \n\n2.27\n“Non-Employee Director” means a member of the Board who is not an employee of the Company or any\nAffiliate.\n\n \n\n- 4 -\n\n \n\n \n\n2.28\n“Option” means an option granted under Article 6 of the Plan.\n\n \n\n2.29\n“Other Stock-Based Award” means a right, granted under Article 13 hereof, that relates to or is valued by\nreference to Shares or other Awards relating to Shares.\n\n \n\n2.30\n“Parent Corporation” means a corporation other than the Company in an unbroken chain of corporations\nending with the Company if, at the time of granting the Option, each of the corporations other than the Company in the unbroken\nchain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations\nin such chain.\n\n \n\n2.31\n“Performance Period” means, with respect to an Award of Performance Shares or Performance Units, the\nperiod of time during which the performance vesting conditions applicable to such Award must be satisfied.\n\n \n\n2.32\n“Performance Share” and “Performance Unit” have the respective meanings set forth in\nArticle 9.\n\n \n\n2.33\n“Period of Restriction” means the period during which Restricted Shares are subject to forfeiture if the\nconditions specified in the Award Agreement are not satisfied.\n\n \n\n2.34\n“Person” means any individual, sole proprietorship, partnership, joint venture, limited liability company,\ntrust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or government\ninstrumentality, division, agency, body or department.\n\n \n\n2.35\n“Restricted Shares” means Shares, granted under Article 8, that are both subject to forfeiture and are\nnontransferable if the Grantee does not satisfy the conditions specified in the Award Agreement applicable to such Shares.\n\n \n\n2.36\n“Restricted Stock Units” are rights, granted under Article 10, to receive Shares if the Grantee satisfies\nthe conditions specified in the Award Agreement applicable to such rights.\n\n \n\n2.37\n“Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time,\ntogether with any successor rule.\n\n \n\n2.38\n“SEC” means the United States Securities and Exchange Commission, or any successor thereto.\n\n \n\n2.39\n“Section 16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify\nas a “non-employee director” under Rule 16b-3.\n\n \n\n2.40\n“Section 16 Person” means a person who is subject to potential liability under Section 16(b) of the\nExchange Act with respect to transactions involving equity securities of the Company.\n\n \n\n- 5 -\n\n \n\n \n\n2.41\n“Separation from Service” means, with respect to any Award that constitutes deferred compensation within\nthe meaning of Code Section 409A, a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). For\nthis purpose, a “separation from service” is deemed to occur on the date that the Company and the Grantee reasonably\nanticipate that the level of bona fide services the Grantee would perform for the Company and/or any Affiliates after that date\n(whether as an employee, Non-Employee Director or consultant or independent contractor) would permanently decrease to a level that,\nbased on the facts and circumstances, would constitute a separation from service; provided that a decrease to a level that is 50% or\nmore of the average level of bona fide services provided over the prior 36 months shall not be a separation from service, and a\ndecrease to a level that is 20% or less of the average level of such bona fide services shall be a separation from service. The\nCommittee retains the right and discretion to specify, and may specify, whether a separation from service occurs with respect to\nthose individuals who are performing services for the Company or an Affiliate immediately prior to an asset purchase transaction in\nwhich the Company or an Affiliate is the seller and who continue to perform services for the buyer (or an affiliate thereof)\nimmediately following such asset purchase transaction; provided, such specification is made in accordance with the requirements of\nTreasury Regulation Section 1.409A-1(h)(4).\n\n \n\n2.42\n“Share” means a share of Common Stock, and such other securities of the Company, as may be substituted or\nresubstituted for Shares pursuant to Section 4.2 hereof.\n\n \n\n2.43\n“Stock Appreciation Right” or “SAR” means an Award granted under Article 7 of the\nPlan.\n\n \n\n2.44\n“Subsidiary Corporation” means a corporation other than the Company in an unbroken chain of corporations\nbeginning with the Company if, at the time of granting the Option, each of the corporations other than the last corporation in the\nunbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other\ncorporations in such chain.\n\n \n\n2.45\n“Surviving Company” means (a) the surviving corporation or other entity in any merger, consolidation or\nsimilar transaction, involving the Company (including the Company if the Company is the surviving corporation or entity), (b) the\ndirect or indirect parent company of such surviving corporation or entity described in (a) or the direct or indirect parent\ncompany of the Company following a sale of substantially all of the outstanding stock of the Company.\n\n \n\n2.46\n“Term” of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on\nthe date such Option or SAR expires, terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding\n10 years.\n\n \n\n2.47\n“Termination of Affiliation” occurs on the first day on which an individual is for any reason no longer\nperforming services for the Company or any Affiliate in the capacity of an employee of, a non-employee consultant to, or a\nNon-Employee Director of, the Company or any Affiliate or with respect to an individual who is an employee of, a non-employee\nconsultant to or a Non-Employee Director of an Affiliate, the first day on which such entity ceases to be an Affiliate of the\nCompany unless such individual continues to perform services for the Company or another Affiliate without interruption after such\nentity ceases to be an Affiliate. Notwithstanding the foregoing, if an Award constitutes deferred compensation within the meaning of\nCode Section 409A, Termination of Affiliation with respect to such Award shall mean the Grantee’s Separation from Service.\n\n \n\n- 6 -\n\n \n\n \n\nArticle\n3.\n\nAdministration\n\n \n\n3.1\nCommittee.\n\n \n\n(a) Subject\nto Article 14, and to Section 3.2, the Plan shall be administered by a Committee (the “Incentive Plan Committee” or the “Committee”)\nof directors of the Company appointed by the Board from time to time. Notwithstanding the foregoing, either the Board or the Compensation\nCommittee may at any time and in one or more instances reserve administrative powers to itself as the Committee or exercise any of the\nadministrative powers of the Committee. The number of members of the Committee may from time to time be increased or decreased as the\nBoard or Compensation Committee deems appropriate. To the extent the Board or Compensation Committee considers it desirable to comply\nwith Rule 16b-3, the Committee shall consist of two or more directors of the Company, all of whom qualify as Section 16 Non-Employee\nDirectors.\n\n \n\n(b) The\nBoard or the Compensation Committee may appoint and delegate to another committee (“Management Committee”), or to the CEO,\nany or all of the authority of the Board or the Committee, as applicable, with respect to Awards to Grantees other than Grantees who\nare executive officers, Non-Employee Directors, or Section 16 Persons at the time any such delegated authority is exercised.\n\n \n\n(c) Unless\nthe context requires otherwise, any references herein to “Committee” include references to the Incentive Plan Committee,\nthe Board or the Compensation Committee to the extent Incentive Plan Committee, the Board or the Compensation Committee, as applicable,\nhas assumed or exercises administrative powers itself as the Committee pursuant to subsection (a), and to the Management Committee or\nthe CEO to the extent either has been delegated authority pursuant to subsection (b), as applicable; provided that (i) for purposes of\nAwards to Non-Employee Directors, “Committee” shall include only the full Board, and (ii) for purposes of Awards intended\nto comply with Rule 16b-3, the “Committee” shall include only the Incentive Plan Committee or the Compensation Committee.\n\n \n\n3.2\nPowers of Committee. Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has\nfull and final authority and sole discretion as follows; provided that any such authority or discretion exercised with respect to a specific\nNon-Employee Director shall be approved by the affirmative vote of a majority of the members of the Board, even if not a quorum, but\nexcluding the Non-Employee Director with respect to whom such authority or discretion is exercised:\n\n \n\n(a) to\ndetermine when, to whom and in what types and amounts Awards should be granted;\n\n \n\n(b) to\ngrant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number\nof Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any limitation\nor restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture\nrestrictions, restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or\nan Affiliate and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such\nconsiderations as the Committee shall determine);\n\n \n\n- 7 -\n\n \n\n \n\n(c) to\ndetermine the benefit payable under any Performance Unit or Performance Share, Dividend Equivalent, Other Stock-Based\nAward or Cash Incentive Award and to determine whether any performance or vesting conditions have been satisfied;\n\n \n\n(d) to\ndetermine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall be\nexercisable cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection with\nan Award;\n\n \n\n(e) to\ndetermine the Term of any Option or SAR;\n\n \n\n(f) to\ndetermine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends\nthereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise\nof an Option) shall be forfeited and whether such shares shall be held in escrow;\n\n \n\n(g) to\ndetermine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid\nin, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms\nof the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions\napplicable to, any Award or any group of Awards for any reason and at any time;\n\n \n\n(h) to\ndetermine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other\nAwards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or\nautomatically pursuant to the terms of the Award Agreement;\n\n \n\n(i) to\noffer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;\n\n \n\n(j) to\nconstrue and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration\nof the Plan;\n\n \n\n(k) to\nmake, amend, suspend, waive and rescind rules and regulations relating to the Plan;\n\n \n\n(l) to\nappoint such agents as the Committee may deem necessary or advisable to administer the Plan;\n\n \n\n- 8 -\n\n \n\n \n\n(m) to\ndetermine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the\nconsent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the\nextent permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment (i) which does not adversely\naffect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose of\nthe Award as a result of any new applicable law or change in an existing applicable law, or (iii) to the extent the Award Agreement specifically\npermits amendment without consent;\n\n \n\n(n) to\ncancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;\n\n \n\n(o) to\nimpose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently\nwith the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;\n\n \n\n(p) to\nmake adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including\nevents described in Section 4.2) affecting the Company or an Affiliate or the financial statements of the Company or an Affiliate, or\nin response to changes in applicable laws, regulations or accounting principles;\n\n \n\n(q) to\ncorrect any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations,\nand Award Agreement or any other instrument entered into or relating to an Award under the Plan; and\n\n \n\n(r) to\ntake any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and\ndeterminations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration\nof the Plan.\n\n \n\nAny\naction of the Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates,\nany Grantee, any person claiming any rights under the Plan from or through any Grantee, and stockholders, except to the extent the Committee\nmay subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which\nthe Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter be modified\nby the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not\nbe construed as limiting any power or authority of the Committee. Subject to Section 3.1(b), the Committee may delegate to officers of\nthe Company or any Affiliate the authority, subject to such terms as the Committee shall determine, to perform specified functions under\nthe Plan.\n\n \n\n- 9 -\n\n \n\n \n\n3.3\nNo Repricings. Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR\nmay not be amended to reduce the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options\nor SARs with an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares\nhaving a Fair Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option\nor SAR over the aggregate Exercise Price of such Option or SAR or for any other Award, without stockholder approval; provided, however,\nthat the restrictions set forth in this Section 3.3, shall not apply (i) unless the Company has a class of stock that is registered under\nSection 12 of the Exchange Act or (ii) to any adjustment allowed under Section 4.2.\n\n \n\nArticle\n4.\n\nShares\nSubject to the Plan\n\n \n\n4.1\nNumber of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section\n5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 3,500,000 Shares (including Shares issued\nupon exercise of Incentive Stock Options granted hereunder).\n\n \n\nIf\nany Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or\nsuch Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such\nforfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject\nto an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment\nof taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes\nof determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant\nunder the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s\npurchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement\nof an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes\nof determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance\nunder the Plan.\n\n \n\nShares\ndelivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased\nby the Company for purposes of the Plan.\n\n \n\n- 10 -\n\n \n\n \n\n4.2\nAdjustments in Authorized Shares and Awards; Corporate Transaction, Liquidation or Dissolution or Change in Control.\n\n \n\n(a) Adjustment\nin Authorized Shares and Awards. In the event that the Committee determines that any non-cash dividend or other distribution (whether\nin the form of cash, Shares, or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction\nof capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or\nrepurchase or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company,\nor other similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate\nin order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then\nthe Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities\nor property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject\nto outstanding Awards, (iii) the Exercise Price with respect to any Option or SAR or, if deemed appropriate, make provision for a cash\npayment to the holder of an outstanding Award, and (iv) the number and kind of Shares of outstanding Restricted Shares, or the Shares\nunderlying any other form of Award. Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options\nor SARs to the extent that such adjustment would cause the Option or SAR to violate Section 424(a) of the Code or otherwise subject any\nGrantee to taxation under Section 409A of the Code; and *provided further* that the number of Shares subject to any Award denominated\nin Shares shall always be a whole number.\n\n \n\n(b)\nMerger, Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into\nanother corporation or a sale of substantially all of the stock of the Company (a “Corporate Transaction”), unless an outstanding\nAward is assumed by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such\noutstanding Award, the Committee shall cancel any outstanding Awards that are not vested and nonforfeitable as of the consummation of\nsuch Corporate Transaction (unless the Committee accelerates the vesting of any such Awards) and with respect to any vested and nonforfeitable\nAwards, the Committee may either (i) allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior\nto the consummation of the Corporate Transaction and cancel any outstanding Options or SARs that remain unexercised upon consummation\nof the Corporate Transaction, or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash, or in securities\nor other property) in an amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to any\nOptions or SARs) if such vested Awards were settled or distributed or such vested Options and SARs were exercised immediately prior to\nthe consummation of the Corporate Transaction. Notwithstanding the foregoing, if an Option or SAR is not assumed by the Surviving Company\nor replaced with an equivalent Award issued by the Surviving Company and the Exercise Price with respect to any outstanding Option or\nSAR exceeds the Fair Market Value of the Shares immediately prior to the consummation of the Corporate Transaction, such Awards\nshall be cancelled without any payment to the Grantee.\n\n \n\n(c) Liquidation\nor Dissolution of the Company. In the event of the proposed dissolution or liquidation of the Company, each Award will terminate\nimmediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. Additionally, the Committee\nmay, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable and cause any conditions on any such Award\nto lapse, as to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable or non-forfeitable\nand allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation of such proposed\naction. Any Awards that remain unexercised upon consummation of such proposed action shall be cancelled.\n\n \n\n- 11 -\n\n \n\n \n\n(d)\nDeferred Compensation. Notwithstanding the foregoing provisions of this Section 4.2, if an Award constitutes deferred compensation\nwithin the meaning of Code Section 409A, no payment or settlement of such Award shall be made pursuant to Section 4.2(b) or (c), unless\nthe Corporate Transaction or the dissolution or liquidation of the Company, as applicable, constitutes a Change in Control or the requirements\nset forth in Treasury Regulation Section 1.409A-3(j)(4)(ix) are met.\n\n \n\nArticle\n5.\n\nEligibility\nand General Conditions of Awards\n\n \n\n5.1\nEligibility. The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously\nreceived an Award; provided, however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.\n\n \n\n5.2\nAward Agreement. To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in\nan Award Agreement.\n\n \n\n5.3\nGeneral Terms and Termination of Affiliation. The Committee may impose on any Award or the exercise or settlement thereof,\nat the date of grant or, subject to the provisions of Section 15.2, thereafter, such additional terms and conditions not inconsistent\nwith the provisions of the Plan as the Committee shall determine, including terms requiring forfeiture, acceleration or pro-rata acceleration\nof Awards in the event of a Termination of Affiliation by the Grantee. Except as may be required under the Delaware General Corporation\nLaw, Awards may be granted for no consideration other than prior and future services. Except as set forth in an Award Agreement or as\notherwise determined by the Committee, (a) all Options and SARs that are not vested and exercisable at the time of a Grantee’s\nTermination of Affiliation, and any other Awards that remain subject to a risk of forfeiture or which are not otherwise vested at the\ntime of the Grantee’s Termination of Affiliation shall be forfeited to the Company and (b) all outstanding Options and SARs not\npreviously exercised shall expire three months after the Grantee’s Termination of Affiliation.\n\n \n\n5.4\nNontransferability of Awards.\n\n \n\n(a) Each\nAward and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible\nunder applicable law, by the Grantee’s guardian or legal representative or by a transferee receiving such Award pursuant to a qualified\ndomestic relations order (a “QDRO”) as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974,\nas amended, or the rules and regulations thereunder.\n\n \n\n(b) No\nAward (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned,\nalienated, pledged, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or by the laws of descent\nand distribution (or in the case of Restricted Shares, to the Company) or pursuant to a QDRO, and any such purported assignment, alienation,\npledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that\nthe designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an assignment, alienation,\npledge, attachment, sale, transfer or encumbrance.\n\n \n\n- 12 -\n\n \n\n \n\n(c) Notwithstanding\nsubsections (a) and (b) above, to the extent provided in the Award Agreement or as otherwise approved by the Committee, Options (other\nthan Incentive Stock Options) and Restricted Shares, may be transferred, without consideration, to a Permitted Transferee. For this purpose,\na “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such Grantee, any trust of\nwhich all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including limited\nliability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate\nFamily; and the “Immediate Family” of a Grantee means the Grantee’s spouse, children, stepchildren, grandchildren,\nparents, stepparents, siblings, grandparents, nieces and nephews. Such Option may be exercised by such transferee in accordance with\nthe terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate\na beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon\nthe death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan\nfrom or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except\nto the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions or limitations\ndeemed necessary or appropriate by the Committee.\n\n \n\n(d) Nothing\nherein shall be construed as requiring the Committee to honor a QDRO except to the extent required under applicable law.\n\n \n\n5.5\nCancellation and Rescission of Awards. Unless the Award Agreement specifies otherwise, the Committee may cancel, rescind,\nsuspend, withhold, or otherwise limit or restrict any unexercised Award at any time if the Grantee is not in compliance with all applicable\nprovisions of the Award Agreement and the Plan or if the Grantee has a Termination of Affiliation.\n\n \n\n5.6\nStand-Alone, Tandem and Substitute Awards.\n\n \n\n(a) Awards\ngranted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution\nfor, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax penalties imposed\nunder Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Committee\nshall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards\ngranted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at\na different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in\ntandem with an Incentive Stock Option, such SAR and Incentive Stock Option must have the same Grant Date, Term and the Exercise Price\nof the SAR may not be less than the Exercise Price of the Incentive Stock Option.\n\n \n\n- 13 -\n\n \n\n \n\n(b) The\nCommittee may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant\nAwards under the Plan (“Substitute Awards”) in substitution for stock and stock-based awards (“Acquired Entity Awards”)\nheld by current or former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible\nPersons as the result of a merger or consolidation of the employing corporation or other entity (the “Acquired Entity”) with\nthe Company or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the Acquired Entity immediately\nprior to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such\nAcquired Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations\nin Section 4.1 on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section\n5.6(b).\n\n \n\n5.7\nCompliance with Rule 16b-3. The provisions of this Section 5.7 will not apply unless the Company has a class of stock that\nis registered under Section 12 of the Exchange Act.\n\n \n\n(a)\nSix-Month Holding Period Advice. Unless a Grantee could otherwise dispose of or exercise a derivative security or dispose\nof Shares delivered under the Plan without incurring liability under Section 16(b) of the Exchange Act, the Committee may advise or require\na Grantee to comply with the following in order to avoid incurring liability under Section 16(b) of the Exchange Act: (i) at least six\nmonths must elapse from the date of acquisition of a derivative security under the Plan to the date of disposition of the derivative\nsecurity (other than upon exercise or conversion) or its underlying equity security, and (ii) Shares granted or awarded under the Plan\nother than upon exercise or conversion of a derivative security must be held for at least six months from the date of grant of an Award.\n\n \n\n(b)\nReformation to Comply with Exchange Act Rules. To the extent the Committee determines that a grant or other transaction\nby a Section 16 Person should comply with applicable provisions of Rule 16b-3 (except for transactions exempted under alternative Exchange\nAct rules), the Committee shall take such actions as necessary to make such grant or other transaction so comply, and if any provision\nof this Plan or any Award Agreement relating to a given Award does not comply with the requirements of Rule 16b-3 as then applicable\nto any such grant or transaction, such provision will be construed or deemed amended, if the Committee so determines, to the extent necessary\nto conform to the then applicable requirements of Rule 16b-3.\n\n \n\n(c)\nRule 16b-3 Administration. Any function relating to a Section 16 Person shall be performed solely by the Committee or the\nBoard if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such\ncompliance is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith,\nrely or act upon any report or other information furnished to him by any officer, manager or other employee of the Company or any Affiliate,\nthe Company’s independent certified public accountants or any executive compensation consultant or attorney or other professional\nretained by the Company to assist in the administration of the Plan.\n\n \n\n- 14 -\n\n \n\n \n\n5.8\nDeferral of Award Payouts. The Committee may permit a Grantee to defer, or if and to the extent specified in an Award Agreement\nrequire the Grantee to defer, receipt of the payment of cash or the delivery of Shares that would otherwise be due by virtue of the lapse\nor waiver of restrictions with respect to Restricted Stock Units, the satisfaction of any requirements or goals with respect to Performance\nUnits or Performance Shares, the lapse or waiver of the deferral period for Deferred Stock, or the lapse or waiver of restrictions with\nrespect to Other Stock-Based Awards or Cash Incentive Awards. If the Committee permits such deferrals, the Committee shall establish\nrules and procedures for making such deferral elections and for the payment of such deferrals, which shall conform in form and substance\nwith applicable regulations promulgated under Section 409A of the Code and Article 16 to ensure that the Grantee is not subjected to\ntax penalties under Section 409A of the Code with respect to such deferrals. Except as otherwise provided in an Award Agreement, any\npayment or any Shares that are subject to such deferral shall be made or delivered to the Grantee as specified in the Award Agreement\nor pursuant to the Grantee’s deferral election.\n\n \n\nArticle\n6.\n\nStock\nOptions\n\n \n\n6.1\nGrant of Options. Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person\nin such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.\n\n \n\n6.2\nAward Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the\nTerm of the Option, the number of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and\nsuch other provisions as the Committee shall determine.\n\n \n\n6.3\nOption Exercise Price. The Exercise Price of an Option under this Plan shall be determined in the sole discretion of the\nCommittee but may not be less than 100% of the Fair Market Value of a Share on the Grant Date.\n\n \n\n6.4\nGrant of Incentive Stock Options. At the time of the grant of any Option, the Committee may in its discretion designate\nthat such Option shall be made subject to additional restrictions to permit it to qualify as an Incentive Stock Option. Any Option designated\nas an Incentive Stock Option:\n\n \n\n(a) shall\nbe granted only to an employee of the Company, a Parent Corporation or a Subsidiary Corporation;\n\n \n\n(b) shall\nhave an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns\ncapital stock (including stock treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting\npower of all classes of capital stock of the Company or any Subsidiary Corporation (a “More Than 10% Owner”), have an Exercise\nPrice not less than 110% of the Fair Market Value of a Share on its Grant Date;\n\n \n\n- 15 -\n\n \n\n \n\n(c) shall\nbe for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be subject\nto earlier termination as provided herein or in the applicable Award Agreement;\n\n \n\n(d) shall\nnot have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Stock Options (whether granted\nunder the Plan or any other stock option plan of the Grantee’s employer or any parent or Subsidiary Corporation (“Other Plans”))\nare exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined in accordance with\nthe provisions of Section 422 of the Code, which exceeds $100,000 (the “$100,000 Limit”);\n\n \n\n(e) shall,\nif the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Stock\nOptions previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior\nGrants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option\nthat is not an Incentive Stock Option at such date or dates as are provided in the Current Grant;\n\n \n\n(f) shall\nrequire the Grantee to notify the Committee of any disposition of any Shares delivered pursuant to the exercise of the Incentive Stock\nOption under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions)\n(“Disqualifying Disposition”) within 10 days of such a Disqualifying Disposition;\n\n \n\n(g) shall\nby its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during\nthe Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan in any\nmanner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Stock Option after the Grantee’s\ndeath; and\n\n \n\n(h) shall,\nif such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the\nCode for an Incentive Stock Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e)\nabove, as an Option that is not an Incentive Stock Option.\n\n \n\nNotwithstanding\nthe foregoing and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether\nor not an Incentive Stock Option), take any action necessary to prevent such Option from being treated as an Incentive Stock Option.\n\n \n\n6.5\nPayment of Exercise Price. Except as otherwise provided in an Award Agreement, Options shall be exercised by the delivery\nof a written notice of exercise to the Company, setting forth the number of Shares with respect to which the Option is to be exercised,\naccompanied by full payment for the Shares made by any one or more of the following means:\n\n \n\n(a) cash,\npersonal check or wire transfer;\n\n \n\n- 16 -\n\n \n\n \n\n(b) with\nthe approval of the Committee, delivery of Common Stock owned by the Grantee prior to exercise (including by attestation), valued at\ntheir Fair Market Value on the date of exercise;\n\n \n\n(c) with\nthe approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at their Fair Market Value on the\ndate of exercise;\n\n \n\n(d) with\nthe approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at their Fair Market\nValue on the date of exercise; or\n\n \n\n(e) subject\nto applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002), through the sale of the\nShares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise\nand irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares, together\nwith, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason of such\nexercise.\n\n \n\nThe\nCommittee may in its discretion specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the\nExercise Price, (x) all the Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted\nShares, determined as of the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the\nnumber of Tendered Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the\ndate of exercise of the Option.\n\n \n\nArticle\n7.\n\nStock\nAppreciation Rights\n\n \n\n7.1\nIssuance. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time,\nmay grant SARs to any Eligible Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not,\nbe granted in connection with a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on\nthe exercise of any SAR as it shall deem appropriate.\n\n \n\n7.2\nAward Agreements. Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and\nshall contain such terms and conditions not inconsistent with other provisions of the Plan as shall be determined from time to time by\nthe Committee.\n\n \n\n7.3\nSAR Exercise Price. The Exercise Price of a SAR shall be determined by the Committee in its sole discretion; provided that\nthe Exercise Price shall not be less than 100% of the Fair Market Value of a Share on the date of the grant of the SAR.\n\n \n\n7.4\nExercise and Payment. Upon the exercise of an SAR, a Grantee shall be entitled to receive payment from the Company in an\namount determined by multiplying:\n\n \n\n(a) The\nexcess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by\n\n \n\n(b) The\nnumber of Shares with respect to which the SAR is exercised.\n\n \n\n- 17 -\n\n \n\n \n\nSARs\nshall be deemed exercised on the date written notice of exercise in a form acceptable to the Committee is received by the Secretary of\nthe Company. The Company shall make payment in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment\nby the Company in respect of a SAR may be made in cash, Shares, other property, or any combination thereof, as the Committee, in its\nsole discretion, shall determine or, to the extent permitted under the terms of the applicable Award Agreement, at the election of the\nGrantee.\n\n \n\nArticle\n8.\n\nRestricted\nShares\n\n \n\n8.1\nGrant of Restricted Shares. Subject to and consistent with the provisions of the Plan, the Committee, at any time and from\ntime to time, may grant Restricted Shares to any Eligible Person in such amounts as the Committee shall determine.\n\n \n\n8.2\nAward Agreement. Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s)\nof Restriction, the number of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may\nimpose such conditions and/or restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including\ntime-based restrictions, restrictions based upon the achievement of specific performance goals, time-based restrictions following the\nattainment of the performance goals, and/or restrictions under applicable securities laws; provided that such conditions and/or restrictions\nmay lapse, if so determined by the Committee, in the event of the Grantee’s Termination of Affiliation due to death, Disability,\nor involuntary termination by the Company or an Affiliate without Cause.\n\n \n\n8.3\nConsideration for Restricted Shares. The Committee shall determine the amount, if any, that a Grantee shall pay for Restricted\nShares.\n\n \n\n8.4\nEffect of Forfeiture. If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired\nsuch Restricted Shares upon the exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company\nat a price equal to the lesser of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share\non the date of such forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as is administratively practical.\nSuch Restricted Shares shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as a stockholder of\nthe Company, from and after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company’s tender\nof payment for such Restricted Shares.\n\n \n\n8.5\nEscrow; Legends. The Committee may provide that the certificates for any Restricted Shares (x) shall be held (together\nwith a stock power executed in blank by the Grantee) in escrow by the Secretary of the Company until such Restricted Shares become nonforfeitable\nor are forfeited and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any\nRestricted Shares become nonforfeitable, the Company shall cause certificates for such shares to be delivered without such legend.\n\n \n\n- 18 -\n\n \n\n \n\nArticle\n9.\n\nPerformance\nUnits and Performance Shares\n\n \n\n9.1\nGrant of Performance Units and Performance Shares. Subject to and consistent with the provisions of the Plan, Performance\nUnits or Performance Shares may be granted to any Eligible Person in such amounts and upon such terms, and at any time and from time\nto time, as shall be determined by the Committee.\n\n \n\n9.2\nValue/Performance Goals. The Committee shall set performance goals in its discretion which, depending on the extent to\nwhich they are met, will determine the number or value of Performance Units or Performance Shares that will be paid to the Grantee.\n\n \n\n(a) Performance\nUnit. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.\n\n \n\n(b) Performance\nShare. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.\n\n \n\n9.3\nEarning of Performance Units and Performance Shares. After the applicable Performance Period has ended, the holder of Performance\nUnits or Performance Shares shall be entitled to payment based on the level of achievement of performance goals set by the Committee.\n\n \n\nAt\nthe discretion of the Committee, the settlement of Performance Units or Performance Shares may be in cash, Shares of equivalent value,\nor in some combination thereof, as set forth in the Award Agreement.\n\n \n\nIf\na Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent\nthe Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may\nadjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in\norder to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.\n\n \n\nAt\nthe discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect to\nShares deliverable in connection with vested Performance Shares which have been earned, but not yet delivered to the Grantee.\n\n \n\nArticle\n10.\n\nDeferred\nStock and Restricted Stock Units\n\n \n\n10.1\nGrant of Deferred Stock and Restricted Stock Units. Subject to and consistent with the provisions of the Plan, the Committee,\nat any time and from time to time, may grant Deferred Stock and/or Restricted Stock Units to any Eligible Person, in such amount and\nupon such terms as the Committee shall determine. Deferred Stock must conform in form and substance with applicable regulations promulgated\nunder Section 409A of the Code and with Article 16 to ensure that the Grantee is not subjected to tax penalties under Section 409A of\nthe Code with respect to such Deferred Stock.\n\n \n\n- 19 -\n\n \n\n \n\n10.2\nVesting and Delivery.\n\n \n\n(a) Delivery\nwith Respect to Deferred Stock. Delivery of Shares subject to a Deferred Stock grant will occur upon expiration of the deferral period\nor upon the occurrence of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee\nin the Grantee’s Award Agreement for the Award of Deferred Stock. An Award of Deferred Stock may be subject to such substantial\nrisk of forfeiture conditions as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives\nas the Committee shall determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that\nthe Grantee has a Termination of Affiliation while the Deferred Stock remains subject to a substantial risk of forfeiture, such Deferred\nShares shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s\nTermination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without “cause.”\n\n \n\n(b) Delivery\nwith Respect to Restricted Stock Units. Delivery of Shares subject to a grant of Restricted Stock Units shall occur no later than\nthe 15th day of the third month following the end of the taxable year of the Grantee or the fiscal year of the Company in\nwhich the Grantee’s rights under such Restricted Stock Units are no longer subject to a substantial risk of forfeiture as defined\nin final regulations under Section 409A of the Code. Unless otherwise determined by the Committee, to the extent that the Grantee has\na Termination of Affiliation while the Restricted Stock Units remain subject to a substantial risk of forfeiture, such Restricted Stock\nUnits shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s\nTermination of Affiliation due to death, Disability, or involuntary termination by the Company or an Affiliate without “cause.”\n\n \n\n10.3\nVoting and Dividend Equivalent Rights Attributable to Deferred Stock and Restricted Stock Units. A Grantee awarded Deferred\nStock or Restricted Stock Units will have no voting rights with respect to such Deferred Stock or Restricted Stock Units prior to the\ndelivery of Shares in settlement of such Deferred Stock and/or Restricted Stock Units. Unless otherwise determined by the Committee,\na Grantee will have the rights to receive Dividend Equivalents in respect of Deferred Stock and/or Restricted Stock Units, which Dividend\nEquivalents shall be deemed reinvested in additional Shares of Deferred Stock or Restricted Stock Units, as applicable, which shall remain\nsubject to the same forfeiture conditions applicable to the Deferred Stock or Restricted Stock Units to which such Dividend Equivalents\nrelate.\n\n \n\n- 20 -\n\n \n\n \n\nArticle\n11.\n\nDividend\nEquivalents\n\n \n\nThe\nCommittee is authorized to grant Awards of Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide\nthat Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or\nadditional Awards or otherwise reinvested subject to distribution at the same time and subject to the same conditions as the Award to\nwhich it relates; provided, however, that any Dividend Equivalents granted in conjunction with any Award that is subject to forfeiture\nconditions shall remain subject to the same forfeiture conditions applicable to the Award to which such Dividend Equivalents relate and\nany payments in respect of any Dividend Equivalents granted in conjunction with any Options or SARs may not be conditioned, directly\nor indirectly, on the Grantee’s exercise of the Options or SARs or paid at the same time that the Options or SARs are exercised.\nThe timing of payment or distribution of Dividend Equivalents must comply with the requirements of Section 409A of the Code.\n\n \n\nArticle\n12.\n\nBonus\nShares\n\n \n\nSubject\nto the terms of the Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any\ntime and from time to time as shall be determined by the Committee.\n\n \n\nArticle\n13.\n\nOther\nStock-Based Awards\n\n \n\nThe\nCommittee is authorized, subject to limitations under applicable law, to grant such other Awards that are denominated or payable in,\nvalued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent\nwith the purposes of the Plan, including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable\ndebt securities or other rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of\nor the performance of specified Affiliates. Subject to and consistent with the provisions of the Plan, the Committee shall determine\nthe terms and conditions of such Awards. Except as provided by the Committee, Shares delivered pursuant to a purchase right granted under\nthis Article 13 shall be purchased for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding\nAwards or other property, as the Committee shall determine.\n\n \n\nArticle\n14.\n\nNon-Employee\nDirector Awards\n\n \n\nSubject\nto the terms of the Plan, the Board may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time\nand from time to time as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Section 5.6(b),\na Non-Employee Director may not be granted Awards with respect to Shares that have a Fair Market Value (determined as of the date of\ngrant) in excess of $500,000 in a single calendar year.\n\n \n\n- 21 -\n\n \n\n \n\nArticle\n15.\n\nAmendment,\nModification, and Termination\n\n \n\n15.1\nAmendment, Modification, and Termination. Subject to Section 15.2, the Board may, at any time and from time to time, alter,\namend, suspend, discontinue or terminate the Plan in whole or in part without the approval of the Company’s stockholders, except\nthat (a) any amendment or alteration shall be subject to the approval of the Company’s stockholders if such stockholder approval\nis required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares\nmay then be listed or quoted, and (b) the Board may otherwise, in its discretion, determine to submit other such amendments or alterations\nto stockholders for approval.\n\n \n\n15.2\nAwards Previously Granted. Except as otherwise specifically permitted in the Plan or an Award Agreement, no termination,\namendment, or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without\nthe written consent of the Grantee of such Award.\n\n \n\nArticle\n16.\n\nCompliance\nwith Code Section 409A\n\n \n\n16.1\nAwards Subject to Code Section 409A. The provisions of this Article 16 shall apply to any Award or portion thereof that\nis or becomes deferred compensation subject to Code Section 409A (a “409A Award”), notwithstanding any provision to the contrary\ncontained in the Plan or the Award Agreement applicable to such Award.\n\n \n\n16.2\nDeferral and/or Distribution Elections. Except as otherwise permitted or required by Code Section 409A, the following rules\nshall apply to any deferral and/or elections as to the form or timing of distributions (each, an “Election”) that may be\npermitted or required by the Committee with respect to a 409A Award:\n\n \n\n(a) Any\nElection must be in writing and specify the amount being deferred, and the time and form of distribution (i.e., lump sum or installments)\nas permitted by this Plan. An Election may but need not specify whether payment will be made in cash, Shares or other property.\n\n \n\n(b) Any\nElection shall become irrevocable as of the deadline specified by the Committee, which shall not be later than December 31 of the year\npreceding the year in which services relating to the Award commence; provided, however, that if the Award qualifies as “performance-based\ncompensation” for purposes of Code Section 409A and is based on services performed over a period of at least twelve (12) months,\nthen the deadline may be no later than six (6) months prior to the end of such performance period.\n\n \n\n(c) Unless\notherwise provided by the Committee, an Election shall continue in effect until a written election to revoke or change such Election\nis received by the Committee, prior to the last day for making an Election for the subsequent year.\n\n \n\n- 22 -\n\n \n\n \n\n16.3\nSubsequent Elections. Except as otherwise permitted or required by Code Section 409A, any 409A Award which permits a subsequent\nElection to further defer the distribution or change the form of distribution shall comply with the following requirements:\n\n \n\n(a) No\nsubsequent Election may take effect until at least twelve (12) months after the date on which the subsequent Election is made;\n\n \n\n(b) Each\nsubsequent Election related to a distribution upon separation from service, a specified time, or a Change in Control must result in a\ndelay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made;\nand\n\n \n\n(c) No\nsubsequent Election related to a scheduled payment to be made at a specified time or pursuant to a fixed schedule shall be made less\nthan twelve (12) months prior to the date the scheduled payment would otherwise be made. In the event payments under any 409A Award are\nscheduled to be made on a fixed schedule or in installments, each scheduled payment or installment shall be treated as a separate payment\nfor purposes of Section 409A of the Code.\n\n \n\n16.4\nDistributions Pursuant to Deferral Elections. Except as otherwise permitted or required by Code Section 409A, no distribution\nin settlement of a 409A Award may commence earlier than:\n\n \n\n(a) Separation\nfrom Service;\n\n \n\n(b) The\ndate the Grantee becomes Disabled (as defined in Section 2.15(b);\n\n \n\n(c) The\nGrantee’s death;\n\n \n\n(d) A\nspecified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of the Award and set forth\nin the Award Agreement or (ii) specified by the Grantee in an Election complying with the requirements of Section 16.2 and/or 16.3, as\napplicable; or\n\n \n\n(e) A\nchange in ownership of the Company (or an Affiliate) or a substantial portion of the assets of the Company (or an Affiliate) within the\nmeaning of Treasury Regulation Section 1.409A-3(i)(5)(v) or (vii) or a change in effective control of the Company (or an Affiliate) within\nthe meaning of Treasury Regulation Section 1.409A-3(i)(5)(vi) (a “Change in Control”).\n\n \n\n16.5\nSix Month Delay. Notwithstanding anything herein or in any Award Agreement or Election to the contrary, to the extent that\ndistribution of a 409A Award is triggered by a Grantee’s Separation from Service, if the Grantee is then a “specified employee”\n(as defined in Treasury Regulation Section 1.409A-1(i)), no distribution may be made before the date which is six (6) months after such\nGrantee’s Separation from Service, or, if earlier, the date of the Grantee’s death.\n\n \n\n- 23 -\n\n \n\n \n\n16.6\nDeath or Disability. Unless the Award Agreement otherwise provides, if a Grantee dies or becomes Disabled before complete\ndistribution of amounts payable upon settlement of a 409A Award, such undistributed amounts, to the extent vested, shall be distributed\nas provided in the Grantee’s Election. If the Grantee has made no Election with respect to distributions upon death or Disability,\nall such distributions shall be paid in a lump sum within 90 days following the date of the Grantee’s death or Disability.\n\n \n\n16.7\nNo Acceleration of Distributions. This Plan does not permit the acceleration of the time or schedule of any distribution\nunder a 409A Award, except as provided by Code Section 409A and/or applicable regulations or rulings issued thereunder.\n\n \n\nArticle\n17.\n\nWithholding\n\n \n\n17.1\nRequired Withholding.\n\n \n\n(a) The\nCommittee in its sole discretion may provide that when taxes are to be withheld in connection with the exercise of an Option or SAR,\nor upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other benefit or right\nunder this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit or right occurs\nhereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding of federal, state and\nlocal taxes, including Social Security and Medicare (“FICA”) taxes by one or a combination of the following methods:\n\n \n\n(i) payment\nof an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise\nof an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to\nwhom the Grantee has submitted an irrevocable instruction to deliver promptly to the Company, the amount to be withheld);\n\n \n\n(ii) delivering\npart or all of the amount to be withheld in the form of Common Stock valued at its Fair Market Value on the Tax Date;\n\n \n\n(iii) requesting\nthe Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions\non Restricted Stock, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal to the amount\nto be withheld; or\n\n \n\n(iv) withholding\nfrom any compensation otherwise due to the Grantee.\n\n \n\nThe\nCommittee in its sole discretion may provide that the maximum amount of tax withholding upon exercise of an Option or SARs, upon the\nlapse of restrictions on Restricted Shares, or upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such\nOption or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall\nnot exceed the minimum amount of taxes, including FICA taxes, required to be withheld under federal, state and local law. An election\nby Grantee under this subsection is irrevocable. Any fractional share amount and any additional withholding not paid by the withholding\nor surrender of Shares must be paid in cash. If no timely election is made, the Grantee must deliver cash to satisfy all tax withholding\nrequirements.\n\n \n\n- 24 -\n\n \n\n \n\n(b) Any\nGrantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall remit\nto the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection\n(a).\n\n \n\n17.2\nNotification under Code Section 83(b). If the Grantee, in connection with the exercise of any Option, or the grant of Restricted\nShares, makes the election permitted under Section 83(b) of the Code to include in such Grantee’s gross income in the year of transfer\nthe amounts specified in Section 83(b) of the Code, then such Grantee shall notify the Company of such election within 10 days of filing\nthe notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations\nissued under Section 83(b) of the Code. The Committee may, in connection with the grant of an Award or at any time thereafter, prohibit\na Grantee from making the election described above.\n\n \n\nArticle\n18.\n\nAdditional\nProvisions\n\n \n\n18.1\nSuccessors. Subject to Section 4.2(b), all obligations of the Company under the Plan with respect to Awards granted hereunder\nshall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase,\nmerger, consolidation, or otherwise of all or substantially all of the business and/or assets of the Company.\n\n \n\n18.2\nSeverability. If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such\nunlawfulness or invalidity shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful\nor invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the\nfullest extent possible while remaining lawful and valid.\n\n \n\n18.3\nRequirements of Law. The granting of Awards and the delivery of Shares under the Plan shall be subject to all applicable\nlaws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.\nNotwithstanding any provision of the Plan or any Award, Grantees shall not be entitled to exercise, or receive benefits under, any Award,\nand the Company (and any Affiliate) shall not be obligated to deliver any Shares or deliver benefits to a Grantee, if such exercise or\ndelivery would constitute a violation by the Grantee or the Company of any applicable law or regulation.\n\n \n\n- 25 -\n\n \n\n \n\n18.4\nSecurities Law Compliance.\n\n \n\n(a) If\nthe Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares\nmay be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem\nadvisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may\nnot be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the\nCompany filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180\ndays in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates\nfor Shares delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other\nrestrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon\nwhich Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put on any such certificates\nto make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall make a written representation to\nthe Company that he or she will not sell or offer to sell any Shares unless a registration statement shall be in effect with respect\nto such Shares under the Securities Act of 1933, as amended, and any applicable state securities law or unless he or she shall have furnished\nto the Company, in form and substance satisfactory to the Company, that such registration is not required.\n\n \n\n(b) If\nthe Committee determines that the exercise or nonforfeitability of, or delivery of benefits pursuant to, any Award would violate any\napplicable provision of securities laws or the listing requirements of any national securities exchange or national market system on\nwhich are listed any of the Company’s equity securities, then the Committee may postpone any such exercise, nonforfeitability or\ndelivery, as applicable, but the Company shall use all reasonable efforts to cause such exercise, nonforfeitability or delivery to comply\nwith all such provisions at the earliest practicable date.\n\n \n\n18.5\nRecoupment.\n\n \n\n(a) Awards\nSubject to Claw-Back Policies. Notwithstanding any provisions herein to the contrary, if the Company has a class of stock that is\nregistered under Section 12 of the Exchange Act, all Awards granted hereunder shall be subject to the terms of any recoupment policy\ncurrently in effect or subsequently adopted by the Board to implement Section 304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley\nAct”) or Section 10D-1 of the Exchange Act (or with any amendment or modification of such recoupment policy adopted by the Board)\nto the extent that such Award (whether or not previously exercised or settled) or the value of such Award is required to be returned\nto the Company pursuant to the terms of such recoupment policy.\n\n \n\n(b) Other\nRecoupment. Notwithstanding any provisions herein to the contrary, the Committee shall have the authority to determine (and may so\nprovide in any Award Agreement) that a Grantee’s (including his or her estate’s, beneficiary’s or transferee’s)\nrights (including the right to exercise any Option or SAR), payments and benefits with respect to any Award shall be subject to reduction,\ncancellation, forfeiture or recoupment (to the extent permitted by applicable law) in the event of the Grantee’s termination for\nCause; serious misconduct; violation of the Company’s or an Affiliate’s policies; breach of fiduciary duty; unauthorized\ndisclosure of any trade secret or confidential information of the Company or an Affiliate; breach of applicable noncompetition, nonsolicitation,\nconfidentiality or other restrictive covenants; or other conduct or activity that is in competition with the business of the Company\nor an Affiliate, or otherwise detrimental to the business, reputation or interests of the Company and/or an Affiliate; or upon the occurrence\nof certain events specified in the applicable Award Agreement (in any such case, whether or not the Grantee is then an Employee or Non-Employee\nDirector). The determination of whether a Grantee’s conduct, activities or circumstances are described in the immediately preceding\nsentence shall be made by the Committee in its discretion, and pending any such determination, the Committee shall have the authority\nto suspend the exercise, payment, delivery or settlement of all or any portion of such Grantee’s outstanding Awards pending any\ninvestigation of the matter.\n\n \n\n- 26 -\n\n \n\n \n\n18.6\nNo Rights as a Stockholder. No Grantee shall have any rights as a stockholder of the Company with respect to the Shares\n(other than Restricted Shares) which may be deliverable upon exercise or payment of such Award until such Shares have been delivered\nto him or her. Restricted Shares, whether held by a Grantee or in escrow by the Secretary of the Company, shall confer on the Grantee\nall rights of a stockholder of the Company, except as otherwise provided in the Plan or Award Agreement. At the time of a grant of Restricted\nShares, the Committee may require the payment of cash dividends thereon to be deferred and, if the Committee so determines, reinvested\nin additional Restricted Shares. Stock dividends and deferred cash dividends issued with respect to Restricted Shares shall be subject\nto the same restrictions and other terms as apply to the Restricted Shares with respect to which such dividends are issued. The Committee\nmay in its discretion provide for payment of interest on deferred cash dividends.\n\n \n\n18.7\nNature of Payments. Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the\nGrantee and shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining\nany pension, retirement, death or other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee\nbenefit plan of the Company or any Affiliate, except as such plan shall otherwise expressly provide, or (b) any agreement between (i)\nthe Company or any Affiliate and (ii) the Grantee, except as such agreement shall otherwise expressly provide.\n\n \n\n18.8\nNon-Exclusivity of Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company\nfor approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for\nemployees or Non-Employee Directors as it may deem desirable.\n\n \n\n18.9\nGoverning Law. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of\nthe State of Delaware, other than its laws respecting choice or conflicts of law rule or principles that might otherwise refer construction\nor interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, Grantees\nare deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of the State of Delaware, to resolve any\nand all issues that may arise out of or relate to the Plan or any related Award Agreement.\n\n \n\n18.10\nUnfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an “unfunded” plan for incentive\nand deferred compensation. With respect to any payments not yet made to a Grantee pursuant to an Award, nothing contained in the Plan\nor any Award Agreement shall give any such Grantee any rights that are greater than those of a general creditor of the Company; provided,\nhowever, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under\nthe Plan to deliver cash, Shares or other property pursuant to any Award which trusts or other arrangements shall be consistent with\nthe “unfunded” status of the Plan unless the Committee otherwise determines.\n\n \n\n- 27 -\n\n \n\n \n\n18.11\nAffiliation. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company\nor any Affiliate to terminate any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right\nto continue in the employ of or as an officer of or as a consultant to or Non-Employee Director of the Company or any Affiliate.\n\n \n\n18.12\nParticipation. No employee or officer shall have the right to be selected to receive an Award under this Plan or, having\nbeen so selected, to be selected to receive a future Award.\n\n \n\n18.13\nMilitary Service. Awards shall be administered in accordance with Section 414(u) of the Code and the Uniformed Services\nEmployment and Reemployment Rights Act of 1994.\n\n \n\n18.14\nConstruction. The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive\nbut not necessarily exclusive, and (b) words in the singular include the plural, words in the plural include the singular, and words\nin the neuter gender include the masculine and feminine genders and words in the masculine or feminine gender include the other neuter\ngenders.\n\n \n\n18.15\nHeadings. The headings of articles and sections are included solely for convenience of reference, and if there is any conflict\nbetween such headings and the text of this Plan, the text shall control.\n\n \n\n18.16\nObligations. Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of\nmoney or other property pursuant to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that\nthe obligation to deliver or transfer any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.\n\n \n\n18.17\nNo Right to Continue as Director. Nothing in the Plan or any Award Agreement shall confer upon any Non-Employee Director\nthe right to continue to serve as a director of the Company.\n\n \n\n18.18\nStockholder Approval. All Incentive Stock Options granted on or after the Effective Date and prior to the date the Company’s\nstockholders approve the Plan are expressly conditioned upon and subject to approval of the Plan by the Company’s stockholders.\nNo Shares may be issued pursuant to the grant, exercise or vesting of any Award granted hereunder unless and until the Plan has been\napproved by its stockholders.\n\n \n\n- 28 -"}