Form 8-K

8-K — DEEP FISSION, INC.

Accession: 0001104659-26-084625

Filed: 2026-07-17

Period: 2026-07-17

CIK: 0001918102

SIC: 4911 (ELECTRIC SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2620785d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2620785d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2620785d1_8k.htm · Sequence: 1

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0001918102

2026-07-17

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 17, 2026

Deep Fission, Inc.

(Exact name of Registrant as Specified in Its

Charter)

Delaware

000-56407

87-4265302

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

2001 Addison St., Suite 300

Berkeley,

California

(Address of Principal Executive Offices)

94704

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (707)

400-0778

N/A

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common

Stock, par value $0.0001 per share

FISN

The Nasdaq

Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

On July 17, 2026, at the 2026 annual meeting of stockholders (the “Annual

Meeting”) of Deep Fission, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Deep

Fission, Inc. 2025 Equity Incentive Plan (the “2025 Equity Plan”) to increase the number of shares of the Company’s

common stock authorized for issuance thereunder by 5,000,000 shares.

The foregoing description of the amendment to the 2025 Equity Plan

does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Equity Plan, as amended, which

is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on the

matters set forth below.

Proposal 1: The following nominees were elected to serve as

Class I directors until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The votes were

as follows:

For

Withheld

Broker

Non-Votes

Leslie Goldman Tepper

35,294,762

457,363

—

Blake E. Janover

35,346,726

405,399

—

Proposal 2: The appointment of Grant Thornton LLP as the Company’s

independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The votes were as follows:

For

Against

Abstain

30,680,096

—

5,072,029

Proposal 3: The amendment to the 2025 Equity Plan to increase

the number of authorized shares of common stock available for issuance thereunder by 5,000,000 shares was approved. The votes were as

follows:

For

Against

Abstain

Broker

Non-Votes

30,648,430

423,732

4,679,963

—

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1+

Deep Fission, Inc. 2025 Equity Incentive Plan, as amended

104

Cover page Interactive data file (embedded within the inline XBRL

document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DEEP FISSION, INC.

Date: July 17, 2026

/s/ Jon Gordon

Jon Gordon

General Counsel & Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2620785d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

DEEP FISSION, INC.

2025 Equity Incentive Plan, as Amended

1. General

(a)            Plan

Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide

incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which

such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(b)            Available

Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options;

(iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

Date; Effective Date. The Plan will come into existence on the Adoption Date, but no Award may be granted prior to the Effective Date.

2. Shares Subject to the Plan

(a)            Share

Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization

Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 14,500,884 shares (the

“Initial Reserve”). In addition, subject to any adjustments as necessary to implement any Capitalization Adjustments, such

aggregate number of shares of Common Stock will automatically increase on January 1 of each year for a period of nine years commencing

on January 1, 2027 and ending on (and including) January 1, 2035, in an amount equal to five percent (5%) of the total number

of shares of Capital Stock outstanding on December 31 of the preceding year; provided, however, that the Board may act prior to January 1st

of a given year to provide that the increase for such year will be a lesser number of shares of Common Stock.

(b)            Aggregate

Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as

necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant

to the exercise of Incentive Stock Options is 43,502,652 shares (equal to three hundred percent (300%) of the total number of shares of

Common Stock initially reserved for issuance under Section 2(a)).

Reserve Operation.

(i)            Limit

Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock

that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times

the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may

be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company

Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce

the number of shares available for issuance under the Plan.

(ii)           Actions

that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance

of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under

the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having

been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock);

(3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of

an Award; or (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation

in connection with an Award.

(iii)         Reversion

of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to an

Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for

issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency

or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy the exercise,

strike or purchase price of an Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation

in connection with an Award.

3. Eligibility and Limitations

(a)            Eligible

Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.

(b)            Specific

Award Limitations.

(i)            Limitations

on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent corporation”

or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).

(ii)          Incentive

Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock

with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all

plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with

the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which

they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any

contrary provision of the applicable Option Agreement(s).

(iii)          Limitations

on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option

unless (1) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option, and (2) the

Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv)          Limitations

on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants

who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule 405) unless

the stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards are granted

pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution requirements

of Section 409A.

Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of

Incentive Stock Options is the number of shares specified in Section 2(b).

(d)            Non-Employee

Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service

as a Non-Employee Director with respect to any period commencing on the date of the Company’s Annual Meeting of Stockholders for

a particular year and ending on the day immediately prior to the date of the Company’s Annual Meeting of Stockholders for the next

subsequent year (the “Annual Period”), including Awards granted and cash fees paid by the Company to such Non-Employee Director,

will not exceed (i) $ 750,000 in total value or (ii) in the event such Non-Employee Director is first appointed or elected to

the Board during such Annual Period, $1,000,000 in total value, in each case, calculating the value of any equity awards based on the

grant date fair value of such equity awards for financial reporting purposes. The limitations in this Section 3(d) shall apply

commencing with the Annual Period that begins on the Company’s first Annual Meeting of Stockholders following the Effective Date.

For avoidance of doubt, compensation will count towards this limit for the Annual Period year in which it was granted or earned, and not

later when distributed, in the event it is deferred.

4. Options and Stock Appreciation Rights

Each Option and SAR will have such terms and conditions

as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the

time of grant; provided, however, that if an Option is not so designated or if an Option designated as an Incentive Stock Option fails

to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise

of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms

and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will

conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the

following provisions:

(a)            Term.

Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten

years from the date of grant of such Award or such shorter period specified in the Award Agreement.

(b)            Exercise

or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option

or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option

or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if

such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate

Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise

to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company. The

Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability

to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise

price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following

methods of payment to the extent set forth in the Option Agreement:

(i)            by

cash or check, bank draft or money order payable to the Company;

(ii)           pursuant

to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the

issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of

irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii)          by

delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant

free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not

exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining

balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such

delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares

are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant

for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;

(iv)          if

the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number

of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise

that does not exceed the exercise price, provided that (1) such shares used to pay the exercise price will not be exercisable thereafter,

and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other

permitted form of payment; or

(v)            in

any other form of consideration that may be acceptable to the Board and permissible under Applicable Law.

(d)            Exercise

Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of

exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant upon the

exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of exercise

of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR,

over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of Common Stock

or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified in the

SAR Agreement.

(e)            Transferability.

Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations

on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions

on the transferability of Options and SARs will apply, provided that except as explicitly provided herein, neither an Option nor a SAR

may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed

to be a Nonstatutory Stock Option as a result of such transfer:

(i)            Restrictions

on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable

during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option or

SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including to a trust

if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable

U.S. state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer and

other agreements required by the Company.

(ii)           Domestic

Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the

Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic

relations order.

(f)            Vesting.

The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined by the

Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate,

vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

(g)            Termination

of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between

a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s

Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be

prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous

Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject

to the forfeited Award, or any consideration in respect of the forfeited Award.

(h)            Post-Termination

Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i), if a Participant’s

Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent

vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other

written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised

after the expiration of its maximum term (as set forth in Section 4(a)):

(i)            three

months following the date of such termination if such termination is a termination without Cause (other than any termination due to the

Participant’s Disability or death);

(ii)          12

months following the date of such termination if such termination is due to the Participant’s Disability;

(iii)         18

months following the date of such termination if such termination is due to the Participant’s death; or

(iv)          18

months following the date of the Participant’s death if such death occurs following the date of such termination but during the

period such Award is otherwise exercisable (as provided in (i) or (ii) above).

Following the date of such termination, to the

extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the

expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no

further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration

in respect of the terminated Award.

(i)            Restrictions

on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance of shares

of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written

agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason

other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise

of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise

would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the

Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar

month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last

day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally

without limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Award be exercised after

the expiration of its maximum term (as set forth in Section 4(a)).

(j)            Non-Exempt

Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor

Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months following the date

of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic Opportunity Act, any vested

portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event of (i) such

Participant’s death or Disability, (ii) a Corporate Transaction in which such Award is not assumed, continued or substituted,

(iii) a Change in Control, or (iv) such Participant’s retirement (as such term may be defined in the Award Agreement or

another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment

policies and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection

with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

(k)            Whole

Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.

5. Awards Other Than Options and Stock Appreciation Rights

(a)            Restricted

Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined by the Board;

provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation of the provisions

hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:

(i)            Form of

Award.

(1)            Restricted

Stock Awards: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject

to a Restricted Stock Award may be (A) held in book entry form subject to the Company’s instructions until such shares become

vested or any other restrictions lapse, or (B) evidenced by a certificate, which certificate will be held in such form and manner

as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder

of the Company with respect to any shares subject to a Restricted Stock Award.

(2)            RSU

Awards: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that

is equal to the number of restricted stock units subject to the RSU Award. As a holder of an RSU Award, a Participant is an unsecured

creditor of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement

of such Award and nothing contained in the Plan or any RSU Award Agreement, and no action taken pursuant to its provisions, will create

or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any

other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless

and until shares are actually issued in settlement of a vested RSU Award).

(ii)            Consideration

(1)            Restricted

Stock Awards: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable

to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services)

as the Board may determine and permissible under Applicable Law.

(2)            RSU

Awards: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted in consideration for the Participant’s

services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than

such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU

Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the

Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU

Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.

(iii)          Vesting.

The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined by the Board.

Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate,

vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.

(iv)          Termination

of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the

Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (1) the Company may receive through

a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted

Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement, and (2) any

portion of his or her RSU Award that has not vested will be forfeited upon such termination and the Participant will have no further right,

title or interest in the RSU Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration in respect of

the RSU Award.

(v)           Dividends

and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of

Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement.

(vi)          Settlement

of RSU Awards. An RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in any

other form of payment, as determined by the Board and specified in the RSU Award Agreement. At the time of grant, the Board may determine

to impose such restrictions or conditions that delay such delivery to a date following the vesting of the RSU Award.

(b)            Performance

Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the

Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals

have been attained will be determined by the Board.

Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation

in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the

time of grant), may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions of

this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons

to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent

thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.

6. Adjustments upon Changes in Common Stock; Other Corporate Events

(a)            Capitalization

Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es)

and maximum number of shares of Common Stock subject to the Plan and the maximum number of shares by which the Share Reserve may annually

increase pursuant to Section 2(a); (ii) the class(es) and maximum number of shares that may be issued pursuant to the exercise

of Incentive Stock Options pursuant to Section 2(b); and (iii) the class(es) and number of securities and exercise price, strike

price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall

be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock

shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if

any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions

of this Section.

(b)            Dissolution

or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company,

all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition

or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and

the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or

reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however, that

the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture

(to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent

on its completion.

Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction, unless otherwise provided in the

instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise

expressly provided by the Board at the time of grant of an Award.

(i)            Awards

May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving

or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute

similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the

stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in

respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s

parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent)

may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose

to assume, continue or substitute the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution

will be set by the Board.

(ii)           Awards

Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation

(or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards,

then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service

has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the

vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will be

accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate

Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective

time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the effective time

of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent

upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate upon the

occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on the level

of performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate at 100% of the

target level upon the occurrence of the Corporate Transaction in which the Awards are not assumed, continued or substituted in accordance

with Section 6(c)(i). With respect to the vesting of Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant

to this subsection (ii) and are settled in the form of a cash payment, such cash payment will be made no later than 30 days following

the occurrence of the Corporate Transaction or such later date as required to comply with Section 409A of the Code.

(iii)          Awards

Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring

corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding

Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons other than Current

Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate Transaction; provided,

however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not terminate and may continue

to be exercised notwithstanding the Corporate Transaction.

(iv)          Payment

for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior to the

effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise

such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the excess,

if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion

of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such exercise.

For the avoidance of doubt, if the exercise price to be payable by a holder with respect to an Option or SAR exceeds the value of the

property the Participant would have received upon the exercise of the Award (including, at the discretion of the Board, any unvested portion

of such Award), such Option or SAR may be cancelled without any consideration.

(d)            Appointment

of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed

that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without

limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf

with respect to any escrow, indemnities and any contingent consideration.

(e)            No

Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any Award

does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment,

recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation

of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference

stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for

Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business,

or any other corporate act or proceeding, whether of a similar character or otherwise.

7. Administration

(a)            Administration

by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees,

as provided in subsection (c) below.

(b)            Powers

of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)            To

determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award

will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which

need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment

pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted

to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that is not

valued in whole or in part by reference to, or otherwise based on, the Common Stock, including the amount of cash payment or other property

that may be earned and the timing of payment.

(ii)           To

construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration.

The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in

a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective.

(iii)          To

settle all controversies regarding the Plan and Awards granted under it.

(iv)          To

accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding

the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

(v)            To

prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any

pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal

cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the

Common Stock, including any Corporate Transaction, for reasons of administrative convenience.

(vi)          To

suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations under

any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vii)         To

amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will be required for

any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before amendment of the

Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant,

and (2) such Participant consents in writing.

(viii)        To

submit any amendment to the Plan for stockholder approval.

(ix)         To

approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited

to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified

limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights under any Award will

not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2) such

Participant consents in writing.

(x)           Generally,

to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company

and that are not in conflict with the provisions of the Plan or Awards.

(xi)          To

adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage

of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are non-U.S. nationals or employed outside the

United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement to ensure

or facilitate compliance with the laws of the relevant non-U.S. jurisdiction).

(xii)        To

effect, at any time and from time to time, subject to the consent of any Participant whose Award is Materially Impaired by such action,

(1) the reduction of the exercise price (or strike price) of any outstanding Option or SAR; (2) the cancellation of any outstanding

Option or SAR and the grant in substitution therefor of (A) a new Option, SAR, Restricted Stock Award, RSU Award or Other Award,

under the Plan or another equity plan of the Company, covering the same or a different number of shares of Common Stock, (B) cash

and/or (C) other valuable consideration (as determined by the Board); or (3) any other action that is treated as a repricing

under generally accepted accounting principles.

to Committee.

(i)           General.

The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated

to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board

that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any

of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the

Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted

from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with the Committee or subcommittee

to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously

delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time, revest in the

Board some or all of the powers previously delegated.

(ii)          Rule 16b-3

Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that

is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of

two or more Non- Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing

or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for

such exemption to remain available.

(d)            Effect

of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee in good faith

will not be subject to review by any person and will be final, binding and conclusive on all persons.

(e)            Delegation

to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do one or more

of the following to the extent permitted by Applicable Law: (i) designate recipients, other than Officers, of Options and SARs (and,

to the extent permitted by Applicable Law, other Awards), provided that no person or body may be delegated authority to grant an Award

to themself; (ii) determine the number of shares subject to such Awards; and (iii) determine the terms of such Awards; provided,

however, that the Board or Committee action regarding such delegation will fix the terms of such delegation in accordance with Applicable

Law, including without limitation Sections 152 and 157 of the Delaware General Corporation Law. Unless provided otherwise in the Board

or Committee action regarding such delegation, each Award granted pursuant to this section will be granted on the applicable form of Award

Agreement most recently approved for use by the Board or the Committee, with any modifications necessary to incorporate or reflect the

terms of such Award. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to any person or

body (who is not a Director or that is not comprised solely of Directors, respectively) the authority to determine the Fair Market Value.

8. Tax Withholding

(a)            Withholding

Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any

other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums required to satisfy

any U.S. federal, state, local and/or non-U.S. tax or social insurance contribution withholding obligations of the Company or an Affiliate,

if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may

not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue shares of Common Stock

subject to an Award, unless and until such obligations are satisfied.

(b)            Satisfaction

of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy

any U.S. federal, state, local and/or non-U.S. tax or social insurance withholding obligation relating to an Award by any of the following

means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common

Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding

cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing

a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the

Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement.

Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the Company has no duty or obligation

to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation

to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may

not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will

not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to

accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers,

Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation, and (ii) acknowledges

that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences

of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option

or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the “fair

market value” of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible

deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan,

each Participant agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event

that the Internal Revenue Service asserts that such exercise price or strike price is less than the “fair market value” of

the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

(d)            Withholding

Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or its

Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or

its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company

and/or its Affiliates to withhold the proper amount.

9. Miscellaneous

(a)            Source

of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares

repurchased by the Company on the open market or otherwise.

(b)            Use

of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general

funds of the Company.

Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed

completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate,

or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate

records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise

price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result

of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the Participant will have

no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(d)            Stockholder

Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of

Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award

pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records

of the Company.

(e)            No

Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection

with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in

the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will and without

regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment of an Employee

with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s

agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate,

and any applicable provisions of the corporate law of the U.S. state or non-U.S. jurisdiction in which the Company or the Affiliate is

incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in

connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future

positions, future work assignments, future compensation or any other term or condition of employment or service or confer any right or

benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or

Plan.

(f)            Change

in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services

for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee and the Employee

has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant

of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a corresponding

reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after

the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment

schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion

of the Award that is so reduced or extended.

(g)            Execution

of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents

or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or intent

of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s

request.

(h)            Electronic

Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include

any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the

Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting

any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic

system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery

of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.

(i)            Clawback/Recovery.

All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to

adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are

listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback

policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose

such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including

but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence

of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntarily

terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar

term under any plan of or agreement with the Company.

(j)            Securities

Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered

under the Securities Act or (ii) the Company has determined that such issuance would be exempt from the registration requirements

of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such

shares if the Company determines that such receipt would not be in material compliance with Applicable Law.

(k)            Transfer

or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under

the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued, or in the

case of a Restricted Stock Award and similar awards, after the issued shares have vested, the holder of such shares is free to assign,

hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with

the provisions herein, the terms of the Trading Policy and Applicable Law.

(l)            Effect

on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement, shall

not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under

any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly

reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

(m)            Deferrals.

To the extent permitted by Applicable Law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment

of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs and

procedures for deferral elections to be made by Participants. Deferrals will be made in accordance with the requirements of Section 409A.

(n)            Section 409A.

Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent

possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt,

in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from

and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary

to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms

necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary

in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and

if a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee”

for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service”

(as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is

six months and one day following the date of such Participant’s “separation from service” or, if earlier, the date of

the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any

amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the

original schedule.

(o)            Choice

of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with,

the internal laws of the State of Delaware, without regard to conflict of law principles that would result in any application of any law

other than the law of the State of Delaware.

10. Covenants of the Company

The Company will seek to obtain from each regulatory

commission or agency, as may be deemed to be necessary, having jurisdiction over the Plan such authority as may be required to grant Awards

and to issue and sell shares of Common Stock upon exercise or vesting of the Awards; provided, however, that this undertaking will not

require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such

Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency

the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan,

the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless

and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Common Stock

pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.

11. Severability

If all or any part of the Plan or any Award Agreement

is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any

portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any Award Agreement

(or part of such a Section) so declared to be unlawful or 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 fullest extent possible while remaining lawful and valid.

12. Termination of the Plan

The Board may suspend or terminate the Plan at

any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (a) the Adoption Date, or (b) the

date the Plan is approved by the Company’s stockholders. No Awards may be granted under the Plan while the Plan is suspended or

after it is terminated.

13. Definitions

As used in the Plan, the following definitions

apply to the capitalized terms indicated below:

(a)            “Acquiring

Entity” means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.

(b)            “Adoption

Date” means the date the Plan is first approved by the Board or Compensation Committee, as applicable.

means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in

Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary”

status is determined within the foregoing definition.

(d)            “Applicable

Law” means the Code and any applicable U.S. and non-U.S. securities, exchange control, tax, federal, state, material local or

municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule,

regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by

or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as

the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).

(e)            “Award”

means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory

Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award or any Other Award).

(f)            “Award

Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions

of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general

terms and conditions applicable to the Award and which is provided, including through electronic means, to a Participant along with the

Grant Notice.

(g)            “Board”

means the Board of Directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or

determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and

binding on all Participants.

(h)            “Capital

Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.

(i)            “Capitalization

Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan

or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization,

recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split,

reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity

restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification

Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will

not be treated as a Capitalization Adjustment.

(j)            “Cause”

has the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the

absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such

Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United

States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty

against the Company; (iii) such Participant’s material violation of any contract or agreement between the Participant and the

Company or of any statutory duty owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s

confidential information or trade secrets; (v) such Participant’s gross misconduct; (vi) such Participant’s failure

or refusal to comply with a lawful material directive from the Board, the Participant’s supervisor or, if applicable, the board

of directors of any Affiliate; or (vii) such Participant’s breach of a fiduciary duty to the Company. The determination that

a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Board with respect

to Participants who are executive officers of the Company and by the Company’s Chief Executive Officer with respect to Participants

who are not executive officers of the Company. Any determination by the Company that the Continuous Service of a Participant was terminated

with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the

rights or obligations of the Company or such Participant for any other purpose.

(k)            “Change

in Control” or “Change of Control” means the occurrence, in a single transaction or in a series of related

transactions, of any one or more of the following events:

(i)            any

Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined

voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (1) on account of the acquisition of securities of

the Company directly from the Company, (2) on account of the acquisition of securities of the Company by an investor, any affiliate

thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions

the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (3) solely because

the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold

of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the

number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of

the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional

voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding

voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur;

(ii)          there

is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the

consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,

directly or indirectly, either (1) outstanding voting securities representing more than 50% of the combined outstanding voting power

of the Acquiring Entity in such merger, consolidation or similar transaction or (2) more than 50% of the combined outstanding voting

power of the parent of the Acquiring Entity in such merger, consolidation or similar transaction, in each case in substantially the same

proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii)         the

stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete

dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation;

(iv)          there

is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company

and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of

the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned

by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company

immediately prior to such sale, lease, license or other disposition; or

(v)            individuals

who, on the Adoption Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least

a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new

Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member

shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing or any other provision

of this Plan, (1) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively

for the purpose of changing the domicile of the Company, (2) the definition of Change in Control (or any analogous term) in an individual

written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards

subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an

individual written agreement, the foregoing definition shall apply, and (3) with respect to any nonqualified deferred compensation

that becomes payable on account of the Change in Control, the transaction or event described in clause (i), (ii), (iii), or (iv) also

constitutes a Section 409A Change in Control if required in order for the payment not to violate Section 409A of the Code.

(l)            “Code”

means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(m)            “Committee”

means the Compensation Committee and any other committee of one or more Directors to whom authority has been delegated by the Board or

Compensation Committee in accordance with the Plan.

(n)            “Common

Stock” means the common stock of the Company.

(o)            “Company”

means Deep Fission, Inc., a Delaware corporation.

(p)            “Compensation

Committee” means the Compensation Committee of the Board.

(q)            “Consultant”

means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services

and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for

such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered

a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan

only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s

securities to such person.

(r)            “Continuous

Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant,

is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as

an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no

interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s

Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate,

as determined by the Board, such Participant’s Continuous Service will be considered to have terminated on the date such Entity

ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or

to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive

officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted

in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or

any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing,

a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in

the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant,

or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section 409A, the determination

of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent

with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h) (without

regard to any alternative definition thereunder).

(s)            “Corporate

Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the

following events:

(i)            a

sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company and its Subsidiaries;

(ii)           a

sale or other disposition of at least 50% of the outstanding securities of the Company;

(iii)          a

merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv)           a

merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding

immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation

or similar transaction into other property, whether in the form of securities, cash or otherwise.

(t)            “determine”

or “determined” means as determined by the Board or the Committee (or its designee) in its sole discretion.

(u)            “Director”

means a member of the Board.

(v)            “Disability”

means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for

a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the Code, and will be determined by the Board

on the basis of such medical evidence as the Board deems warranted under the circumstances.

(w)            “Effective

Date” means the effective date of this Plan, which is the date of the closing of the transactions contemplated by the Merger

Agreement, provided that this Plan is approved by the Company’s stockholders prior to such date.

(x)            “Employee”

means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,

will not cause a Director to be considered an “Employee” for purposes of the Plan.

(y)            “Employer”

means the Company or the Affiliate that employs the Participant.

(z)            “Entity”

means a corporation, partnership, limited liability company or other entity.

(aa)      “Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(bb)      “Exchange

Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of

the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company,

(ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities

under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities

pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of

the Company in substantially the same proportions as their Ownership of stock of the Company, or (v) any natural person, Entity or

“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date,

is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s

then outstanding securities.

(cc)      “Fair

Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined

on a per share or aggregate basis, as applicable) determined as follows:

(i)            If

the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing

sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the

Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii)          If

there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling

price on the last preceding date for which such quotation exists.

(iii)         In

the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by

the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(dd)      “Governmental

Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction

of any nature; (ii) U.S. or non-U.S. federal, state, local, municipal or other government; (iii) governmental or regulatory

body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission,

authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal,

and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (iv) self-regulatory

organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).

(ee)      “Grant

Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes

the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award

or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.

(ff)      “Incentive

Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an “incentive

stock option” within the meaning of Section 422 of the Code.

(gg)      “Materially

Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under

the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the

Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights.

For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under

the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option or SAR that may be exercised;

(ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to

change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the

Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring

the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

(hh)      “Merger

Agreement” means that certain Agreement and Plan of Merger and Reorganization, dated as of September 5, 2025, by and among

Surfside Acquisition Co., Deep Fission, Inc. and Deep Fission Acquisition Corp.

(ii)            “Non-Employee

Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not

receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any

capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation

S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction

for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which

disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee

director” for purposes of Rule 16b-3.

(jj)      “Nonstatutory

Stock Option” means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock Option.

(kk)      “Officer”

means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(ll)      “Option”

means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(mm)      “Option

Agreement” means a written or electronic agreement between the Company and the Optionholder evidencing the terms and conditions

of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of

the general terms and conditions applicable to the Option and which is provided including through electronic means, to a Participant along

with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.

(nn)      “Optionholder”

means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(oo)            “Other

Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and

conditions of Section 5(c).

(pp)      “Other

Award Agreement” means a written or electronic agreement between the Company and a holder of an Other Award evidencing the terms

and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions of the Plan.

(qq)      “Own,”

“Owned,” “Owner,” “Ownership” means that a person or Entity will be deemed to “Own,”

to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person

or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power,

which includes the power to vote or to direct the voting, with respect to such securities.

(rr)      “Participant”

means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds

an outstanding Award.

(ss)      “Performance

Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent upon

the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5(b) pursuant

to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award

Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are

settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common

Stock.

(tt)      “Performance

Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for a

Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination

of, the following as determined by the Board: earnings (including earnings per share and net earnings); earnings before interest, taxes

and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average

stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before

or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases

in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value

added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction;

stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of

net income or operating income; billings; preclinical development related compound goals; financing; regulatory milestones, including

approval of a compound; stockholder liquidity; corporate governance and compliance; product commercialization; intellectual property;

personnel matters; progress of internal research or clinical programs; progress of partnered programs; partner satisfaction; budget management;

clinical achievements; completing phases of a clinical trial (including the treatment phase); announcing or presenting preliminary or

final data from clinical trials, in each case, whether on particular timelines or generally; timely completion of clinical trials; submission

of INDs and NDAs and other regulatory achievements; partner or collaborator achievements; internal controls, including those related to

the Sarbanes-Oxley Act of 2002; research progress, including the development of programs; investor relations, analysts and communication;

manufacturing achievements (including obtaining particular yields from manufacturing runs and other measurable objectives related to process

development activities); strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing

relationships with commercial entities with respect to the marketing, distribution and sale of the Company’s products (including

with group purchasing organizations, distributors and other vendors); supply chain achievements (including establishing relationships

with manufacturers or suppliers of active pharmaceutical ingredients and other component materials and manufacturers of the Company’s

products); co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate

development and planning goals; and other measures of performance selected by the Board or Committee.

(uu)      “Performance

Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon

the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions,

Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the

performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award

is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established,

the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period

as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to

exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments

to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently”

as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures;

(7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of

a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of Common Stock

by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination

or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends;

(9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to

exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted

accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under

generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic

benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for

such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree

of achievement as specified in the Award Agreement or the written terms of a Performance Award.

(vv)      “Performance

Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured

for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be of varying and

overlapping duration, at the sole discretion of the Board.

(ww)      “Plan”

means this Deep Fission, Inc. 2025 Equity Incentive Plan, as amended from time to time.

(xx)          “Plan

Administrator” means the person, persons, and/or third-party administrator designated by the Company to administer the day-to-day

operations of the Plan and the Company’s other equity incentive programs.

(yy)      “Post-Termination

Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option or

SAR is exercisable, as specified in Section 4(h).

(zz)      “Prospectus”

means the document containing the Plan information specified in Section 10(a) of the Securities Act.

(aaa)      “Restricted

Stock Award” means an Award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(bbb)      “Restricted

Stock Award Agreement” means a written or electronic agreement between the Company and a holder of a Restricted Stock Award

evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement includes the Grant Notice

for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the

Restricted Stock Award and which is provided including by electronic means, to a Participant along with the Grant Notice. Each Restricted

Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ccc)      “RSU

Award” or “RSU” means an Award of restricted stock units representing the right to receive an issuance of

shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(ddd)      “RSU

Award Agreement” means a written or electronic agreement between the Company and a holder of an RSU Award evidencing the terms

and conditions of an RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing

the written summary of the general terms and conditions applicable to the RSU Award and which is provided including by electronic means,

to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan.

(eee)      “Rule 16b-3”

means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(fff)      “Rule 405”

means Rule 405 promulgated under the Securities Act.

(ggg)      “SAR

Agreement” means a written or electronic agreement between the Company and a holder of a SAR evidencing the terms and conditions

of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general

terms and conditions applicable to the SAR and which is provided, including by electronic means, to a Participant along with the Grant

Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan.

(hhh)      “Section 409A”

means Section 409A of the Code and the regulations and other guidance thereunder.

(iii)            “Section 409A

Change in Control” means a change in the ownership or effective control of the Company, or in the ownership of a substantial

portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without

regard to any alternative definition thereunder).

(jjj)      “Securities

Act” means the Securities Act of 1933, as amended.

(kkk)      “Share

Reserve” means the number of shares available for issuance under the Plan as set forth in Section 2(a).

(lll)      “Stock

Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant

to the terms and conditions of Section 4.

(mmm)      “Subsidiary”

means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting

power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class

or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly

or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has

a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

(nnn)      “Ten

Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing

more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(ooo)            “Trading

Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain “window”

periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time to

time.

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