Exhibit 4.2

Execution Version

CERTIFICATE OF DESIGNATION

OF

SERIES A PREFERRED STOCK

OF

BURGERFI INTERNATIONAL, INC.

(Pursuant to Section 151 of the Delaware General Corporation Law)

BurgerFi International, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies that, pursuant to the authority granted by Article Fourth of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), and in accordance with Section 151 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), the Board of Directors of the Corporation (hereinafter being referred to as the “Board of Directors” or the “Board”), at a meeting duly called and held on October 8, 2021, has adopted the following resolution with respect to the designations, number of shares, preferences, voting powers and other rights and the restrictions and limitations thereof, of the Series A Preferred Stock:

RESOLVED, that, pursuant to the authority granted to and vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation, the designations, number of shares, preferences, voting powers and other rights and the restrictions and limitations thereof of the Series A Preferred Stock are as follows:

1. Designation and Amount. The shares of such series shall be designated as “Series A Preferred Stock”, par value $0.0001 per share (the “Series A Preferred Stock”), and the number of shares constituting the Series A Preferred Stock shall be 2,620,000. Such number of shares may be increased or decreased by resolution of the Board of Directors prior to issuance; provided, that no decrease shall reduce the number of shares of the Series A Preferred Stock to a number less than the number of shares then outstanding. Capitalized terms used but not defined in the body of this Certificate of Designation have the meanings given to them in Section 16.

2. Dividends and Distributions.

(a)

(i) From and after the Regions Maturity Date, the holders of the Series A Preferred Stock shall be entitled to receive payment-in-kind (“PIK”) dividends (including fractional shares of Series A Preferred Stock paid as dividends) on each share of Series A Preferred Stock, accruing on a daily basis as set forth below at a rate equal to the Applicable Dividend Rate, multiplied by the Series A Adjusted Price of each such share of Series A Preferred Stock (the “Preferred Dividends”); and (ii) the holders of the Series A Preferred Stock shall be also entitled to receive when, as and if declared by the Board, out of any funds legally available therefor, dividends on each share of Series A Preferred Stock in an amount equal to the aggregate amount of any dividends or other distributions, whether paid in cash, in kind or other property (including for the avoidance of doubt, any securities), on the issued and outstanding common stock, par value $0.0001 per share of the Corporation

(the “Common Stock”) on an equivalent per share of Series A Preferred Stock basis based on an equivalent number of shares and fractional shares of Common Stock equal to dividing the Series A Adjusted Price by the Common Stock Price on the applicable record date for such dividends or distributions (the “Participating Dividends” and, together with the Preferred Dividends, the “Dividends”). The Corporation will not declare or pay any dividends or other distributions on any Junior Stock (as defined below) that would require a Participating Dividend unless it concurrently therewith declares and sets aside for payment or distribution, as applicable, such Participating Dividend for all shares of Series A Preferred Stock then outstanding. For the avoidance of doubt, the calculation of Preferred Dividends under the formula in Section 2(a)(i) shall not result in an increase in the compounding rate of the Applicable Dividend Rate of more than once quarterly, as contemplated in the definition of Applicable Dividend Rate.

(b) Preferred Dividends shall be payable as PIK dividends on a cumulative basis and shall accrue and accumulate commencing on the Regions Maturity Date and be payable in arrears as applicable: (1) upon a liquidation, dissolution, winding up or Deemed Liquidation of the Corporation, on or prior to the time the holders of Series A Preferred Stock receive an amount per each share of Series A Preferred Stock equal to the Series A Redemption Price in accordance with Sections 4 and 5, (2) upon a Redemption in accordance with Section 8, on or prior to the Redemption Date, or (3) in accordance with Section 2(e) (each, a “Preferred Dividend Payment Date”). The period from the Regions Maturity Date to a Preferred Dividend Payment Date is referred to as a “Preferred Dividend Period.” If and when any Preferred Dividends are issued for the payment of accrued dividends, such shares shall be deemed to be validly issued and outstanding and fully paid and nonassessable.

(c) Participating Dividends shall be payable at any time as and when paid to the holders of Junior Stock (each such date being a “Participating Dividend Payment Date,” and, together with each Preferred Dividend Payment Date, a “Dividend Payment Date”). Preferred Dividends that are payable on Series A Preferred Stock in respect of any Preferred Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and each quarterly period being calculated based on three 30-day months. The amount of Preferred Dividends payable on Series A Preferred Stock on any date prior to the end of a Preferred Dividend Period, and for the Preferred Dividend Period, shall be computed based on the actual days elapsed each month during such period assuming a 30-day month, and for the period that the Series A Preferred Stock is outstanding. Preferred Dividends shall accumulate whether or not in any Preferred Dividend Period there have been funds of the Corporation legally available for the payment of such Preferred Dividends. Participating Dividends are payable on a cumulative basis once declared, whether or not there shall be funds legally available for the payment thereon.

(d) Participating Dividends shall be paid when and in a manner consistent with payments of dividends in respect of Junior Stock.

(e) From and after the time, if any, that the Corporation shall have failed to comply with its obligations hereunder for Preferred Dividends or failed to pay or distribute, as applicable, any unpaid Participating Dividends in accordance with this Section 2, no dividends shall be declared or paid or set apart for payment, or other distribution declared or made, upon any Junior

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Stock, nor shall any Junior Stock be redeemed, purchased or otherwise acquired for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption or other purchase of any such Junior Stock), directly or indirectly, by the Corporation or any of its subsidiaries until (i) all such Dividends have been paid in full or (ii) all such Dividends have been or contemporaneously are declared and a sum sufficient for the payment thereof has been or is set aside for the benefit of the holders of the Series A Preferred Stock.

(f) Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon.

3. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued, without designation as to series until such shares are once more designated as part of a particular series of Preferred Stock by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other certificate of designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

4. Liquidation, Dissolution or Winding Up.

(a) Upon any liquidation, dissolution, Deemed Liquidation Event (as defined below) or winding up of the Corporation, no distribution shall be made to the holders of any Junior Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount per each share of Series A Preferred Stock equal to the Series A Redemption Price. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Redemption Price in respect of each share of , then the holders of shares of the Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

(b) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Series A Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of Junior Stock, including shares of Common Stock, pro rata based on the number of shares held by each such holder.

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5. Deemed Liquidation Events.

(a) Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least a majority of the outstanding shares of Series A Preferred Stock elect otherwise by written notice sent to the Corporation at least 30 days prior to the effective date of any such event:

(i) a merger or consolidation in which:

(A) the Corporation is a constituent party; or

(B) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or

(ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation; or

(iii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of Hot Air, Inc. and its subsidiaries taken as a whole or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of Hot Air, Inc. if substantially all of the assets of Hot Air, Inc. and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of Hot Air, Inc.

(b) The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in this Section 5 unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in the manner specified in Section 4 hereof.

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(c) In the event of a Deemed Liquidation Event referred to in this Section 5, if the Corporation does not effect a dissolution of the Corporation under the DGCL within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred Stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of such shares of Series A Preferred Stock, and (ii) if the holders of at least a majority of the then outstanding shares of Series A Preferred Stock so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Redemption Price. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders. Prior to the distribution or redemption provided for in this Section 5, the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation.

(d) The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, right, or securities shall be determined in good faith by the Board.

(e) In the event of a Deemed Liquidation Event pursuant to this Section 5, if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the Merger Agreement shall provide that (i) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (ii) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Subsection 5(e), consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.

(f) For the avoidance of doubt, the insolvency of the Corporation or the institution of bankruptcy or similar proceedings on account of Corporation indebtedness shall not constitute a Deemed Liquidation Event.

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6. Voting and Seniority. The shares of Series A Preferred Stock shall not have voting rights, other than any vote required by law or the Certificate of Incorporation (including this Certificate of Designation). The Series A Preferred Stock shall be senior to the Common Stock and other Junior Stock.

7. Protective Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(a) other than as contemplated in Subsection 7(b) of this Certificate of Designation to increase the authorized number of shares of Series A Preferred Stock to sufficiently cover all required PIK dividends or distributions on the Series A Preferred Stock, amend, alter or repeal any provision of this Certificate of Designation or the Certificate of Incorporation or Bylaws of the Corporation (the “Bylaws”) in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Stock;

(b) create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock that ranks senior or pari passu to the Series A Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation or upon a Deemed Liquidation Event, the payment of dividends and rights of redemption, or increase the authorized number of shares of Series A Preferred Stock (other than for the purpose of increasing the authorized number of shares of Series A Preferred Stock to sufficiently cover all required PIK dividends or distributions on the Series A Preferred Stock and amend the Certificate of Incorporation and file a Certificate of Designation for such purposes) or increase the authorized number of shares of any additional class or series of capital stock of the Corporation that ranks senior or pari passu to the Series A Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation or upon a Deemed Liquidation Event, the payment of dividends and rights of redemption;

(c) reclassify, alter or amend any existing security of the Corporation that is junior to the Series A Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or upon a Deemed Liquidation Event, the payment of dividends or rights of redemption, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Series A Preferred Stock in respect of any such right, preference or privilege;

(d) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock (or any rights or options to acquire any capital stock) of the Corporation other than (i) redemptions of or dividends or distributions on the Series A Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock (and in connection therewith any participating dividends on any other Junior Stock

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in the form of additional shares of Common Stock), (iii) the repurchase of Common Stock pursuant to, and in accordance with restricted stock agreements, restricted stock unit agreements, stock option plans, employment agreements, or other benefit plans for management, directors, employees or consultants of the Corporation and its subsidiaries, (iv) the payment of cash in lieu of the issuance of fractional shares, (v) the retention of Common Stock in payment of withholding taxes in connection with equity-based compensation plans, and (vi) conversions or exchanges of Junior Stock into or for Common Stock; or

(e) Issue any shares of Series A Preferred Stock to any individual, entity or other person other than to the original holders and their affiliates, and any transferees thereof.

8. Redemption.

(a) The shares of Series A Preferred Stock (in whole or in part) shall be redeemable from any holder at the Corporation’s option at any time for cash in an amount per share equal to the amount of the Series A Redemption Price. The Corporation shall send written notice of such redemption (the “Redemption Notice”) to each holder of record of Series A Preferred Stock not less than thirty (30) days prior to the date of redemption (the “Redemption Date”). Each Redemption Notice shall state: (i) the number of shares of Series A Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice; (ii) the Redemption Date and the Series A Redemption Price per share, together with the aggregate amount to be paid to each such holder; and (iii) for holders of shares in certificated form, that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Series A Preferred Stock to be redeemed. On or before the applicable Redemption Date, each holder of shares of Series A Preferred Stock to be redeemed on such Redemption Date, shall, if a holder of shares in certificated form, surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Series A Redemption Price for each such share shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Series A Preferred Stock represented by a certificate are redeemed, a new certificate, instrument, or book entry representing the unredeemed shares of Series A Preferred Stock shall promptly be issued to such holder. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Series A Redemption Price payable upon redemption for each of the shares of Series A Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that any certificates evidencing any of the shares of Series A Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Series A Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Series A Redemption Price without interest upon surrender of any such certificate or certificates therefor.

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(b) Following the date of this Certificate of Designation, in the event that the Corporation consummates (i) one or more equity financings for the benefit of the Corporation or its subsidiaries in which shares of common stock, preferred stock or securities, directly or indirectly, convertible into or exchangeable or exercisable for shares of common stock or preferred stock are issued, and/or (ii) other than with respect to the Regions Credit Facility, one or more debt financings, which raise, in the aggregate and taken together with any prior or concurrent equity and/or debt financings, gross proceeds to the Corporation of $50,000,000 or more (each, a “Qualified Financing”), the Corporation shall (i) send a Redemption Notice to the holders of the Series A Preferred Stock on the date a Qualified Financing is consummated and set a Redemption Date of thirty (30) days (or if such 30^th day is not a business day, the first business day thereafter) following the date a Qualified Financing is consummated, and (ii) use fifty percent (50%) of the proceeds from any such Qualified Financing for general and other corporate purposes and the remaining fifty percent (50%) of any such proceeds to promptly redeem all or a portion, as applicable, of the Series A Preferred Stock in accordance with the procedures set forth in Section 8(a), mutatis mutandis. Notwithstanding the foregoing, if any redemption under this Section 8(b) would otherwise occur before the Regions Maturity Date, and the Regions Credit Facility prohibits or limits such redemption, the Corporation shall only be obligated to redeem the Series A Preferred Stock as and to the extent permitted under the Regions Credit Facility and, promptly after such prohibition or limitation lapses, the Corporation shall redeem such shares of Series A Preferred Stock in accordance with this Section 8(b) as if such redemption had not been prohibited or limited by the Regions Credit Facility mutatis mutandis.

(c) Upon November 3, 2027, the Corporation shall redeem all then issued and outstanding shares of Series A Preferred Stock in accordance with the procedures set forth in Section 8(a), mutatis mutandis. The Corporation shall cause such redemption to occur on November 3, 2027.

(d) In the event the Corporation fails to timely redeem any shares of Series A Preferred Stock as required by Section 8(b) or 8(c) by a date that would be on or after the Regions Maturity Date, the Applicable Dividend Rate shall automatically increase to the lesser of (x) 10% (with such rate increasing by an additional 0.35% per quarter from and after the date any shares of Series A Preferred Stock were required to be redeemed pursuant to Section 8(b) or 8(c)) or (y) the maximum rate that may be applied under applicable law, unless waived in writing by a majority of the outstanding shares of Series A Preferred Stock.

9. Certain Adjustments.

(a) In the event the Corporation shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 2 hereof do not apply to such dividend or distribution, then and in each such event the holders of Series A Preferred Stock shall receive an amount equal to the aggregate amount of any such dividends or other distributions on an equivalent per share of Series A Preferred Stock basis, simultaneously with the distribution to the holders of Common Stock, based on the number of equivalent shares and fractional shares of Common Stock equal to dividing the Series A Adjusted Price by the Common Stock Price on the applicable record date for such dividends or distributions.

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(b) Upon the occurrence of an adjustment under this Section 10, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than fifteen (15) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property received in respect of the Series A Preferred Stock) and showing in detail the facts upon which such adjustment or readjustment is based.

10. Transferability. The Series A Preferred Stock shall be freely transferable by the holders thereof without any consent required of the Corporation subject to compliance with applicable federal and state securities laws.

11. Conversion Rights. The holders of shares of Series A Preferred Stock shall not have any rights to convert such shares into shares of any other class or series of securities of the Corporation.

12. Amendment; Waivers. At such time as any shares of Series A Preferred Stock are outstanding, any proposed waiver of or amendment to the Certificate of Incorporation (including this Certificate of Designation) that would adversely alter, change or repeal any of the preferences, powers or special rights given to the Series A Preferred Stock, shall require the approval by the Corporation and the affirmative vote of the holders of a majority of the outstanding shares of the Series A Preferred Stock, in addition to such other vote as may be required by the DGCL. Any provision in this Certificate of Designation may be waived, in lieu of a formal amendment, with the same vote as required for an amendment. The provisions of this Certificate of Designation are intended to be for the benefit of all holders of Series A Preferred Stock from time to time and shall be enforceable by any such holder.

13. Tax Treatment. The Corporation and the holders of the Series A Preferred Stock agree (a) to treat the Series A Preferred Stock as stock that is not “preferred stock” within the meaning of Section 305(b)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) and Treasury Regulation § 1.305-5 promulgated thereunder. The Corporation shall not take any position or action inconsistent with such intended treatment (including on any IRS Form 1099), unless otherwise required by either (A) a change in applicable law after the date hereof (or official interpretation thereof) or (B), a contrary “determination” (as defined in Section 1313(a) of the Code).

14. Notices. Any notice required or permitted to be given to a holder of shares of Series A Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the DGCL, and shall be deemed sent upon such mailing or electronic transmission.

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15. Certain Definitions. As used herein with respect to Series A Preferred Stock:

“Applicable Dividend Rate” shall mean (a) 7.00% per annum, compounded quarterly, with such rate increasing by an additional 0.35% per quarter commencing with the three month period ending September 30, 2024 (such that the Applicable Dividend Rate would be 7.35% per annum for the three month period ending September 30, 2024, 7.70% per annum for the three month period ending December 31, 2024 and parallel adjustments for each subsequent three-month period), and (b) in the event that the Regions Credit Facility is refinanced or repaid in full prior to June 15, 2024 and the Series A Preferred Stock is not redeemed in full on such date, (i) from and after such date, the Applicable Dividend Rate shall be 5.00% per annum, compounded quarterly, until June 15, 2024, at which time the Applicable Dividend Rate shall be determined as set forth in clause (a).

“Common Stock Price” means a per share amount equal to the arithmetic average of the VWAP for each of the 30 consecutive Trading Days immediately preceding the applicable record date.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing; provided, however, that such firm or consultant is not an affiliate of the Corporation.

“Junior Stock” means the Common Stock and any other classes or series of capital stock ranking junior to the Series A Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation or upon a Deemed Liquidation Event, or in respect of the payment of dividends or rights of redemption (and, in each case, any rights or options to acquire any Junior Stock).

“Market Disruption Event” shall mean any of the following events:

(a) any suspension of, or limitation imposed on, trading of the Common Stock by the Principal Trading Market during the one-hour period prior to the close of trading for the regular trading session on the Principal Trading Market (or for purposes of determining the VWAP per share of Common Stock, any period or periods aggregating one half hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Principal Trading Market as to securities generally, or otherwise relating to the Common Stock or options contracts relating to the Common Stock on the Principal Trading Market; or

(b) any event that disrupts or impairs (as determined by the Corporation in its reasonable discretion) the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the Principal Trading Market (or for purposes of determining the VWAP per share of Common Stock, any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general to effect transactions in, or obtain market values for, the Common Stock on the Principal Trading Market or to effect transactions in, or obtain market values for, options contracts relating to the Common Stock on the Principal Trading Market.

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“Principal Trading Market” means initially NASDAQ, and any successor national securities exchange which is the principal trading market for the Common Stock.

“Purchase Agreement” means that certain Stock Purchase Agreement, dated as of October 8, 2021, as amended and restated pursuant to that certain Amended and Restated Stock Purchase Agreement by and among Hot Air, Inc., Cardboard Box, LLC, a Delaware limited liability company and the Corporation.

“Regions Credit Facility” shall mean the indebtedness of the Corporation and certain of its direct and indirect subsidiaries, as applicable, pursuant to that certain Credit Agreement, dated as of December 15, 2015, as amended, between Plastic Tripod, Inc. and certain of its subsidiaries, Hot Air, Inc., the lenders party thereto and Regions Bank, as administrative agent and collateral agent as such credit agreement and related agreements is amended as of the Closing (as defined in the Purchase Agreement) in accordance with the terms of the Purchase Agreement.

“Regions Maturity Date” shall mean, (i) solely with respect to Section 8(b), the earlier of (a) the date that is 91 days after June 15, 2024, and (b) the date on which the Regions Credit Facility is repaid in full, and (ii) in all other cases, the earlier of (a) June 15, 2024, and (b) the date on which the Regions Credit Facility is refinanced or repaid in full.

“Series A Accrued Value” means, as of any date, with respect to any share of Series A Preferred Stock, on each Dividend Payment Date and on a cumulative basis, an additional amount equal to the dollar value of the Preferred Dividends that have accrued on such share pursuant to Section 2(a), whether or not declared (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock that results in an adjustment to the Series A Original Issue Price without reduction in the aggregate Series A Accrued Value for all shares of Series A Preferred Stock outstanding immediately prior to such adjustment).

“Series A Adjusted Price” means as of any date, with respect to any share of Series A Preferred Stock, the sum of (i) the Series A Original Issue Price plus (ii) the Series A Accrued Value.

“Series A Original Issue Price” shall mean $25.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock without reduction in the aggregate Series A Original Issue Price for all shares of Series A Preferred Stock outstanding immediately prior to such adjustment and excluded adjustments made under Section 9).

“Series A Redemption Price” shall mean a per share amount equal to the Series A Adjusted Price, plus, without duplication, any dividends unpaid thereon, plus, without duplication, an amount equal to accrued and unpaid dividends and distributions thereon for each share of Series A Preferred Stock held by such holders.

“Trading Day” shall mean a business day on which the Principal Trading Market is scheduled to be open for business and on which there has not occurred a Market Disruption Event.

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“VWAP” per share of Common Stock on any Trading Day shall mean the per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Corporation) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by an Independent Financial Advisor retained for such purpose by the Corporation).

[Signature Page to Follow]

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IN WITNESS WHEREOF, the undersigned have signed and attested this Certificate of Designation on behalf of the Corporation on the 3rd day of November, 2021.

[Signature Page to the Certificate of Designation for Series A Preferred Stock]

Exhibit 4.4

HOT AIR, INC.

AMENDED AND RESTATED

2016 STOCK OPTION PLAN

HOT AIR, INC.

AMENDED AND RESTATED

2016 STOCK OPTION PLAN

TABLE OF CONTENTS

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HOT AIR, INC.

AMENDED AND RESTATED

2016 STOCK OPTION PLAN

ARTICLE I

PURPOSE

The purpose of this Hot Air, Inc. Amended and Restated 2016 Stock Option Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors stock-based incentives in the Company, thereby creating a means to raise the level of equity ownership by such individuals in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Article XII.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1 “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Stock Option constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Stock Option to Section 409A of the Code.

2.2 “Board” means the Board of Directors of the Company.

2.3 “Catterton” means, collectively, CP7 Warming Bag L.P., a Delaware limited partnership, and any of its permitted transferees with respect to its membership interests in Cardboard Box LLC, a Delaware limited liability company.

2.4 “Cause” shall, with respect to any Participant, have the equivalent meaning (or the same meaning as “cause” or “for cause”) set forth in any employment, consulting, or similar agreement for the performance of services between the Participant and the Company or an Affiliate thereof or, in the absence of any such agreement or any such definition in such agreement, such term shall have the meaning specified in the Participant’s award agreement or, in the absence of such definition in such agreement, such term

shall mean (a) the failure or refusal by the Participant to perform his or her duties as reasonably assigned by the Company (or an Affiliate) and such failure or refusal is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or an Affiliate), (b) any material violation or breach by the Participant of any rules, regulations, policies, procedures or guidelines established by the Company (or an Affiliate) from time to time and such violation or breach is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or an Affiliate), (c) any material violation or breach by the Participant of any agreement entered into by and between the Participant and the Company (or an Affiliate) (including, without limitation, an employment agreement, nondisclosure and confidentiality agreement, non-competition agreement and/or nonsolicitation agreement), and such violation or breach is not cured to the reasonable satisfaction of the Company within the time period, if any, set forth in such agreement for the cure thereof, provided that such time period shall in no case be less than fifteen (15) days, (d) any act of the Participant which could be expected to materially injure the business, business relationships or reputation of the Company (or an Affiliate), (e) any material violation by the Participant of any legal duty owed to the Company (or an Affiliate) and such violation is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or an Affiliate), (f) any act by the Participant of dishonesty or bad faith with respect to the Company (or an Affiliate), (g) the Participant’s chronic addiction to drugs or other similar substances, or (h) the commission by, or indictment or conviction of, the Participant of any crime involving moral turpitude or any felony. The good faith determination by the Board as to whether the Participant’s services were terminated by the Company (or an Affiliate) for “Cause” shall be final and binding for all purposes hereunder. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable law.

2.5 “Change in Control” has the meaning set forth in Article VII.

2.6 “Change in Control Price” has the meaning set forth in Section 7.1.

2.7 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated thereunder.

2.8 “Committee” means any committee of the Board duly authorized by the Board to administer the Plan. Notwithstanding the foregoing, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan (a) if no committee is duly authorized by the Board to administer the Plan, or (b) in the case of the grant of Stock Options to Non-Employee Directors.

2.9 “Common Stock” means the common stock of the Company, $0.001 par value per share.

2.10 “Company” means Hot Air, Inc., a Delaware corporation, and its successors by operation of law.

2.11 “Consultant” means any natural person who is an advisor or consultant to the Company or its Affiliates.

2.12 “Detrimental Activity” means: (a) the disclosure to anyone outside the Company or any of its Affiliates, or the use in any manner other than in the furtherance of the Company’s or any of its Affiliates’ business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or any of its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a

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termination for Cause; (c) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hiring of) any non-clerical employee of the Company or any of its Affiliates to be employed by, or to perform services for, the Participant or any Person with which the Participant is associated (including, but not limited to, due to the Participant’s employment by, consultancy for, equity interest in, or creditor relationship with such Person) or any Person from which the Participant receives direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (d) any attempt, directly or indirectly, to solicit in a competitive manner any current or prospective customer of the Company or any of its Affiliates without, in all cases, written authorization from the Company; (e) the Participant’s Disparagement, or inducement of others to do so, of the Company or any of its Affiliates or their past and present officers, directors, employees or products; (f) without written authorization from the Company, the rendering of services for any organization, or engaging, directly or indirectly, in any business, which is competitive with the Company or its Affiliates, or the rendering of services to such organization or business if such organization or business is otherwise prejudicial to or in conflict with the interests of the Company or any of its Affiliates; provided, however, that competitive activities shall only be those competitive with any business unit or Affiliate of the Company with regard to which the Participant performed services at any time within the two years prior to the Participant’s Termination; or (g) breach of any agreement between the Participant and the Company or any Affiliate (including, without limitation, any employment agreement or noncompetition or nonsolicitation agreement).

2.13 “Disability” shall, with respect to any Participant, have the equivalent meaning (or the same meaning as “disability”) set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or an Affiliate or, in the absence of any such agreement or any such definition in such agreement, such term shall have the meaning specified in the Participant’s award agreement or, in the absence of such definition in such agreement, such term shall mean that the Participant shall be unable to perform his or her duties by virtue of illness or physical or mental disability (from any cause or causes whatsoever) in substantially the manner and to the extent required of him or her prior to the commencement of such disability and the Participant shall fail to perform such duties for periods aggregating ninety (90) days, whether or not continuous, in any continuous three hundred sixty (360) day period. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Stock Options that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

2.14 “Disparagement” means making comments or statements to the press, or to the Company’s or any of its Affiliates’ employees, consultants or any individual or entity with whom the Company or any of its Affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.

2.15 “Effective Date” means the effective date of the Plan as defined in Article XII.

2.16 “Eligible Employees” means each employee of the Company or any of its Affiliates.

2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any references to any section of the Exchange Act shall also be a reference to any successor provision.

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2.18 “Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded, or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in its sole discretion the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 422 or 409A of the Code. For purposes of the exercise of any Stock Option, the applicable date shall be the date a notice of exercise is received by the Company or, if not a date on which an applicable market is open, the next date that it is open.

2.19 “Family Member” means “family member” as defined under Rule 701 of the Securities Act.

2.20 “Good Reason” shall, with respect to any Participant’s voluntary Termination of Employment, have the equivalent meaning (or the same meaning as “good reason” or “for good reason”) set forth in any employment, consulting or other agreement for the performance of services between the Participant and the Company or an Affiliate or, in the absence of any such agreement or any such definition in such agreement, such term shall have the meaning specified in the Participant’s award agreement or, in the absence of such definition in such agreement, such term shall mean (a) a material and willful breach by the Company (or an Affiliate) of its obligations to the Participant under his or her written employment, consulting or other agreement for the performance of services with the Company (or an Affiliate) (excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith); (b) any material reduction of the Participant’s base salary or consulting fees during the term of the Participant’s services with the Company (or an Affiliate) other than as agreed to by the Participant or in connection with an across-the-board salary reduction for the Company’s management team; or (c) the Company’s or an Affiliate’s requiring the Participant to be based at any office or location outside of a fifty (50) mile radius from the location(s) of the Participant’s employment or service as identified and set forth in the Participant’s employment, consulting or other similar agreement with the Company or an Affiliate without the consent of the Participant. Notwithstanding the foregoing, Good Reason shall not be deemed to exist unless (i) the Participant shall provide notice of the existence of an event constituting Good Reason within thirty (30) days of the occurrence of such event and afford the Company thirty (30) days to cure such event, if curable, and (ii) the Participant must terminate his or her employment no later than ninety (90) days following the occurrence of such event.

2.21 “Incentive Stock Option” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under the Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.22 “Issued Shares” means shares of Common Stock acquired by a Participant (or his or her estate or legal representative) upon exercise of an outstanding Stock Option granted under the Plan. For purposes of Sections 9.2 and 9.3, “Issued Shares” shall include all of a Participant’s or his or her permissible transferee’s Issued Shares that presently or as a result of any such transaction may be acquired upon the exercise of Stock Options (following the payment of the exercise price therefor).

2.23 “Lead Underwriter” has the meaning set forth in Section 11.18.

2.24 “Lock-Up Period” has the meaning set forth in Section 11.18.

2.25 “Non-Employee Director” means a director or a member of the Board of the Company or any of its Affiliates who is not an active employee of the Company or any of its Affiliates.

2.26 “Non-Qualified Stock Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

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2.27 “Other Extraordinary Event” has the meaning set forth in Section 4.2(b).

2.28 “Participant” means an Eligible Employee, Non-Employee Director or Consultant to whom a Stock Option has been granted pursuant to the Plan.

2.29 “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.30 “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, incorporated organization, governmental or regulatory or other entity.

2.31 “Plan” means this Hot Air, Inc. Amended and Restated 2016 Stock Option Plan, as amended from time to time.

2.32 “Required Sale” means (a) the sale of all or substantially all of the assets of the Company to an unaffiliated third party (including the sale of all or substantially all of the equity interests of ACFP Management, Inc., a Delaware corporation, however structured) or (b) a merger, consolidation, recapitalization or reorganization of the Company with or into unaffiliated third party, if such event listed in clause (b) results in the inability of the holders of Common Stock to designate or elect a majority of the members of the Board (or the board of managers (or its equivalent) of the resulting entity or its parent company).

2.33 “Required Sale Notice” has the meaning set forth in Section 9.3(b).

2.34 “Sale Proposal” has the meaning set forth in Section 9.3(a).

2.35 “Section 4.2 Event” has the meaning set forth in Section 4.2(b).

2.36 “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulation or other official guidance promulgated thereunder.

2.37 “Securities Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Any reference to any section of the Securities Act shall also be a reference to any successor provision.

2.38 “Stock Option” means any option to purchase shares of Common Stock granted to Eligible Employees, Non-Employee Directors or Consultants granted pursuant to Article VI. All Stock Options under the Plan shall be designated as Non-Qualified Stock Options or Incentive Stock Options, and shall be granted by, confirmed by, and subject to the terms of, a written award agreement executed by the Company and the Participant.

2.39 “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.40 “Ten Percent Stockholder” means a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.

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2.41 “Termination” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

2.42 “Termination of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or any of its Affiliates; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of the consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the award agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Stock Option to Section 409A of the Code.

2.43 “Termination of Directorship” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of the directorship, the Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

2.44 “Termination of Employment” means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon termination of employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the award agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition of the term “Termination of Employment” does not subject the applicable Stock Option to Section 409A of the Code.

2.45 “Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in a Person), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in a Person) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

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ARTICLE III

ADMINISTRATION

3.1 The Committee. The Plan shall be administered and interpreted by the Committee.

3.2 Grants of Stock Options. The Committee shall have full authority to grant Stock Options pursuant to the terms of the Plan, to Eligible Employees, Consultants and Non-Employee Director. In particular, the Committee shall have the authority:

(a) to select the Eligible Employees, Consultants and Non-Employee Directors to whom Stock Options may from time to time be granted hereunder;

(b) to determine whether and to what extent Stock Options are to be granted hereunder to one or more Eligible Employees, Consultants or Non-Employee Directors;

(c) to determine the number of shares of Common Stock to be covered by each Stock Option granted hereunder;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Stock Option granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Stock Option and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(e) to determine whether and under what circumstances a Stock Option may be settled in cash and/or Common Stock under Section 6.4(d);

(f) to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(g) to determine whether to require a Participant, as a condition of the granting of any Stock Option, to not sell or otherwise dispose of shares acquired pursuant to the exercise of a Stock Option for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Stock Option;

(h) to modify, extend or renew a Stock Option, subject to Article VIII and Section 6.4(l), provided, however, that such action does not subject the Stock Option to Section 409A of the Code without the consent of the Participant; and

(i) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Stock Options under the Plan.

3.3 Guidelines. Subject to Article VIII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Stock Option issued under the Plan (and any agreement relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdiction to comply with applicable tax and securities laws of such domestic or foreign jurisdiction. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent.

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3.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

3.5 Procedures. If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.6 Designation of Consultants/Liability.

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable law) may grant authority to officers to grant Stock Options and/or execute agreements or other documents on behalf of the Committee.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Stock Option granted under it.

3.7 Indemnification. To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any of its Affiliates and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification that the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any of its Affiliates. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Stock Options granted to such individual under the Plan.

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ARTICLE IV

SHARE LIMITATION

4.1 Shares. The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Stock Options may be granted under the Plan shall not exceed 15,966.3760 shares (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. If any Stock Option granted under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Stock Option shall again be available for issuance under the Plan. Unless the Committee determines otherwise, fractional shares of Common Stock resulting from the exercise of a Stock Option may be issued by rounding down for fractions less than one-half and rounding up for fractions equal to or greater than one-half (in each case, rounding up to four decimal places).

4.2 Changes.

(a) The existence of the Plan and the Stock Options granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any of its Affiliates, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any of its Affiliates, (v) any sale or transfer of all or part of the assets or business of the Company or any of its Affiliates or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section 4.2(d), if there shall occur any such change in the capital structure of the Company by reason of any stock split, reverse stock split, stock dividend, subdivision, combination or reclassification of shares that may be issued under the Plan, any recapitalization, any merger, any consolidation, any spin off, any reorganization or any partial or complete liquidation, or any other corporate transaction or event having an effect similar to any of the foregoing (a “Section 4.2 Event”), then (i) the aggregate number and/or kind of shares that thereafter may be issued under the Plan, (ii) the number and/or kind of shares to be issued upon exercise of an outstanding Stock Option granted under the Plan, and/or (iii) the exercise price thereof, shall be appropriately adjusted. In addition, subject to Section 4.2(d), if there shall occur any change in the capital structure or the business of the Company that is not a Section 4.2 Event (an “Other Extraordinary Event”), including by reason of any extraordinary dividend (whether cash or stock), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of stock, or any sale or transfer of all or substantially all the Company’s assets or business, then the Committee, in its sole discretion, may adjust any Stock Option and make such other adjustments to the Plan. Any adjustment pursuant to this Section 4.2 shall be consistent with the applicable Section 4.2 Event or the applicable Other Extraordinary Event, as the case may be, and in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Except as expressly provided in this Section 4.2 or in the applicable award agreement, a Participant shall have no rights by reason of any Section 4.2 Event or any Other Extraordinary Event. Any equitable adjustment made in accordance with the terms and conditions of this Section 4.2(b) shall be made in a manner consistent with the requirements of Section 409A of the Code.

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(c) Unless otherwise provided for by the Committee, fractional shares of Common Stock resulting from any adjustment in Stock Options pursuant to Section 4.2(a) or 4.2(b) shall be aggregated until, and issued at, the time of exercise by rounding down for fractions less than one-half and rounding up for fractions equal to or greater than one-half (in each case, rounding up to four decimal places); provided, however, that if such rounding would constitute a modification or substitution of a Stock Option under Treas. Reg. §1.409A-1(b)(5)(v) or disqualify an Incentive Stock Option under Section 424 of the Code, the Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares of Common Stock or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. Notice of any adjustment shall be given by the Committee to each Participant whose Stock Option has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

(d) Upon the occurrence of a Change in Control, the Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least 20 days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of the Participant’s Stock Options that are outstanding as of the date of the Change in Control, solely to the extent vested and exercisable as of the date of the Change in Control (or, at the discretion of the Committee, without regard to any limitations on exercisability otherwise contained in the award agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

If a Change in Control occurs but the Committee does not terminate the outstanding Stock Options pursuant to this Section 4.2(d), then the applicable provisions of Section 4.2(b) and Article VII shall apply.

4.3 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law.

ARTICLE V

ELIGIBILITY

5.1 General Eligibility. All current and prospective Eligible Employees, Consultants and Non-Employee Directors are eligible to be granted Stock Options. Eligibility for the grant of Stock Options and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.2 Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.3 General Requirement. The vesting and exercise of Stock Options granted to a prospective Eligible Employee, Consultant or Non-Employee Director are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director.

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ARTICLE VI

STOCK OPTIONS

6.1 Options. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee, one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not qualify shall constitute a separate Non-Qualified Stock Option.

6.3 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.

6.4 Terms of Stock Options. Stock Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant.

(b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date the Stock Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years.

(c) Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Unless otherwise determined by the Committee at the time of grant, the Option agreement shall provide that (i) in the event that the Participant engages in Detrimental Activity prior to any exercise of the Stock Option (whether vested or unvested), all Stock Options held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Stock Option, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event that the Participant engages in Detrimental Activity during the one year period commencing on the date that the Stock Option is exercised or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).

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(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Stock Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price and any applicable withholding tax; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Stock Options or by payment in full or in part in the form of Common Stock owned by the Participant based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.

(e) Non-Transferability of Options. No Stock Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section 6.4(e) is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution, and (ii) shall remain subject to the terms of the Plan and the applicable award agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable award agreement.

(f) Termination by Death or Disability. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant’s estate) at any time within a period of one year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(g) Involuntary Termination Without Cause or for Good Reason. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary Termination by the Company without Cause or by the Participant for Good Reason, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

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(h) Voluntary Termination. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary Termination described in Section 6.4(i)(y) below), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 30 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(i) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.

(j) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

(k) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Stock Options shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all times from the time an Incentive Stock Option is granted until three months prior to the date of exercise thereof (or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

(l) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions herein, and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without the Participant’s consent and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (up to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised).

(m) Deferred Delivery of Common Stock. The Committee may in its sole discretion permit Participants to defer delivery of Common Stock acquired pursuant to a Participant’s exercise of a Stock Option in accordance with the terms and conditions established by the Committee in the applicable award agreement, which shall be intended to comply with the requirements of Section 409A of the Code.

(n) Other Terms and Conditions. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

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ARTICLE VII

CHANGE IN CONTROL PROVISIONS

7.1 Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an award agreement, a Participant’s unvested Stock Options shall not vest and a Participant’s Stock Options shall be treated in accordance with one or more of the following methods as determined by the Committee in its sole discretion:

(a) Stock Options, whether or not then vested, shall be continued, assumed, have new rights substituted therefor or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee in a manner consistent with Section 409A of the Code. Notwithstanding anything to the contrary herein, any assumption or substitution of Incentive Stock Options shall be structured in a manner intended to comply with the requirements of Treasury Regulation §1.424-1 (and any amendments thereto).

(b) The Committee, in its sole discretion, may provide for the purchase of any Stock Options by the Company or any Subsidiary for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Stock Options, over the aggregate exercise price of such Stock Options. For purposes of this Section 7.1, “Change in Control Price” shall mean the price per share of Common Stock paid in the Change in Control transaction.

(c) Stock Options may be cancelled without payment, if the Change in Control Price is less than the exercise price per share of such Stock Options.

(d) Notwithstanding anything else herein, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of a Stock Option at any time.

7.2 Change in Control. Unless otherwise determined by the Committee in the applicable award agreement or other written agreement approved by the Committee, a “Change in Control” shall be deemed to occur if:

(a) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, the stockholders of the Company as of the date on which the Plan was originally adopted by the Board, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, in one or a series of transactions, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(b) a merger or consolidation of the Company with any other corporation, limited liability company or other entity (other than a wholly owned subsidiary of the Company), other than a merger or consolidation in which the stockholders of the Corporation as of the date on which the Plan was originally adopted by the Board continue to hold 50% or more of the combined voting power of the Company’s outstanding securities immediately after such merger or consolidation; or

(c) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the assets of the Company and its Subsidiaries in one or a series of transactions.

7.3 Initial Public Offering not a Change in Control. Notwithstanding the foregoing, for purposes of the Plan, the completion of an initial public offering of the Common Stock shall not be considered a Change in Control.

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ARTICLE VIII

TERMINATION OR AMENDMENT OF PLAN

8.1 Termination or Amendment. Notwithstanding any other provision of the Plan, the Board or the Committee (to the extent permitted by law) may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Section 409A of the Code as described below), or suspend or terminate it entirely, retroactively or otherwise; provided that if the Committee determines that the rights of a Participant with respect to Stock Options granted prior to such amendment, suspension or termination, may be adversely impaired, the consent of such Participant shall be required; and provided further, without the approval of the stockholders of the Company entitled to vote in accordance with applicable law, no amendment may be made that would (a) require stockholder approval in order for the Plan to continue to comply with the applicable provisions of Section 422 of the Code (to the extent applicable to Incentive Stock Options), or (b) require stockholder approval under the rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company.

The Committee may amend the terms of any Stock Option theretofore granted, prospectively or retroactively; provided that no such amendment reduces the rights of any Participant without the Participant’s consent. Actions taken by the Committee in accordance with Article IV shall not be deemed to reduce the rights of any Participant.

Notwithstanding anything herein to the contrary, the Board or the Committee may amend the Plan or any Award at any time without a Participant’s consent to comply with Section 409A of the Code or any other applicable law.

ARTICLE IX

COMPANY CALL RIGHTS; RIGHTS OF FIRST REFUSAL; DRAG ALONG RIGHT

9.1 Company Call Rights.

(a) Unless otherwise determined by the Committee in the applicable award agreement, in the event of (A) a Termination for Cause or the discovery that the Participant engaged in Detrimental Activity or (B) a voluntary Termination by the Participant without Good Reason, then, the Company may at any time during the period commencing on the date of such Termination for Cause (or the discovery that the Participant engaged in Detrimental Activity) or voluntary Termination by the Participant without Good Reason and ending on the six (6) months anniversary thereof, repurchase from the Participant any shares of Common Stock previously acquired by the Participant through the exercise of a Stock Option under the Plan at a repurchase price equal to the lesser of the (i) exercise price, and (ii) Fair Market Value as of the date of repurchase.

(b) Unless otherwise determined by the Committee in the applicable award agreement, in the event of a voluntary Termination by the Participant for Good Reason or an involuntary Termination by the Company for any reason other than for Cause (including Termination due to death or Disability), the Company may at any time during the six (6)-month period following the date on which a Participant incurs such Termination or, if later, following the date on which a Participant acquires shares of Common Stock pursuant to the exercise of a Stock Option hereunder following such Termination, as applicable: repurchase from the Participant any shares of Common Stock previously acquired by the Participant pursuant to the exercise of a Stock Option under the Plan at a repurchase price equal to the Fair Market Value as of the date of repurchase.

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(c) Unless otherwise determined by the Committee in the applicable award agreement, if the Company elects to exercise the call rights under this Section 9.1, it shall do so by delivering to the Participant a notice of such election, specifying the number of shares to be purchased and the closing date and time of such purchase. Such closing shall take place at the Company’s principal executive offices or as otherwise determined by the Company within sixty (60) days after the exercise of the right contained in this Section 9.1. The Company may, at its option, pay the amount, if any, that it shall be obligated to pay under this Section 9.1 (w) in cash by wire transfer of immediately available funds to an account designated by the Participant, (x) by cancellation of indebtedness of a Participant to the Company, (y) by delivery of an unsecured promissory note by the Company to the Participant in the principal amount of such purchase price, which shall accrue interest at a rate per annum (non-compounding) equal to the prime rate published on the date of issuance by the Wall Street Journal; plus two percent (2%), payable in equal consecutive monthly installments over a three (3) year period, with the first payment due thirty (30) days after issuance by the Company, and/or (z) in accordance with any applicable payment provisions set forth in the applicable Award Agreement.

(d) Notwithstanding anything herein to the contrary, the Company shall not be obligated to repurchase any shares of Common Stock previously acquired pursuant to the exercise of a Stock Option from the Participant, or from the estate of the Participant, and may defer such repurchase, if (i) there exists and is continuing a default or an event of default on the part of the Company or under any guarantee or other agreement under which the Company or any of its Subsidiaries has borrowed money, (ii) such repurchase would constitute a breach of, or result in a default or an event of default on the part of the Company or any of its Subsidiaries under, any such guarantee or agreement, (iii) such repurchase would not be permitted under any applicable laws or stock exchange rules or regulations, or (iv) such repurchase would result in adverse accounting consequences for the Company. If the Company is unable to make a re-purchase generally in accordance with the preceding sentence, the Company shall pay the Participant for such Common Stock as soon as possible, with interest at the federal short-term interest rate in effect on the first day of the month of exercise of the repurchase right, to be recalculated on the first day of each month thereafter until all payments due are made.

9.2 Transfer Restrictions. No Participant may Transfer all or any fraction of any Issued Shares, except with the prior written consent of the Board, which consent may be given or withheld in the sole discretion of the Board; provided, that the following Transfers shall not require the consent of the Board: (a) Transfers by operation of law to the estate or personal representative of a deceased or incompetent individual Participant (which estate or representative will then be subject to the same restrictions on Transfer as all other Participants) or (b) Transfers by any Participant to an Affiliate of such Participant; provided, that the Participant making such Transfer to an Affiliate shall thereafter remain liable (jointly and severally with the transferee) for the transferee’s obligations under the Plan and the Participant’s individual award agreement. Each Participant shall pay all reasonable expenses, including attorneys’ fees and accounting fees, incurred by the Company in connection with a Transfer of Issued Shares by that Participant.

9.3 Drag Along Right.

(a) In the event the Board receives or is otherwise presented with a bona fide offer from an independent third party to consummate a Required Sale (a “Sale Proposal”) and approves such Required Sale (which approval shall include that of each member of the Board appointed directly or indirectly by Catterton), then the Participants shall be required to participate in the Required Sale to such third party in the manner set forth in this Section 9.3.

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(b) Upon the Board’s approval of a Required Sale, the Company shall deliver a notice (a “Required Sale Notice”) with respect to such Required Sale to all Participants no more than five Business Days after the execution and delivery by all of the parties thereto of the definitive agreement or letter of intent or similar document entered into with respect to such Required Sale and, in any event, no later than 15 Business Days prior to the closing date of such Required Sale. The Required Sale Notice shall include the terms of the Sale Proposal (including the name of the purchaser, the proposed date of the closing of the Required Sale, the purchase price for the shares of Common Stock and any other material terms and conditions, and the copy of any form of agreement proposed to be executed in connection with the Required Sale).

(c) Each Participant, upon receipt of a Required Sale Notice, shall be obligated (and such obligation shall be enforceable by the Company and the other Participants), to (i) sell its Issued Shares and participate in the Required Sale contemplated by the Required Sale Notice, (ii) to vote, if applicable, its Issued Shares in favor of the Required Sale at any meeting of stockholders called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, (iii) waive all dissenters’ or appraisal rights in connection with the Required Sale, (iv) enter into agreements of sale or merger agreements relating to the Required Sale and otherwise execute and deliver all agreements, releases and instruments requested by the Company in order to effectuate or that are otherwise incident to such Required Sale, (v) otherwise to take all actions and execute all documents necessary or desirable to cause the Company and the Participants to consummate the Required Sale, and (vi) upon request of the Company, deliver an executed instrument of transfer with respect to its Issued Shares to counsel designated by the Company, which instrument will be held in escrow by such counsel (pending receipt of the purchase price therefor). Any such Sale Proposal, and the terms of any Required Sale, may be amended or modified from time to time, and any such Required Sale Notice may be rescinded, upon the approval of the Board (which approval shall include that of each member of the Board appointed directly or indirectly by Catterton). The Company shall give prompt written notice of any such amendment, modification or rescission to all of the Participants.

(d) Each Board member shall have full and plenary power and authority, as the agent of the Company, to cause the Company to enter into a transaction providing for a Required Sale and to take any and all such further action in connection therewith as such Board member may deem necessary or appropriate in order to consummate such Required Sale. Each Board member shall have complete discretion over the terms and conditions of any Required Sale effected hereby, including, without limitation, price, type of consideration, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows.

(e) The obligations of the Participants pursuant to this Section 9.3 are subject to the satisfaction of the following conditions:

(i) each of the Participants shall receive the same form of consideration and the same proportion of the aggregate consideration from such Required Sale that such Participants would have received if such aggregate consideration had been distributed by the Company to its stockholders in complete liquidation in accordance with applicable law and any organizational documents of the Company as in effect immediately prior to the Required Sale;

(ii) each Participant shall make or provide the same representations, warranties, covenants, indemnities and agreements in connection with the Required Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to any Participant, each other Participant shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to such Participant); and

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(iii) any expenses incurred for the benefit of the Company or all Participants, and any indemnities, holdbacks, escrows and similar items relating to the Required Sale, that are not paid or established by the Company (other than those that relate to representations or indemnities concerning a Participant’s valid ownership of his Issued Shares free and clear of all liens, claims and encumbrances or a Participant’s authority, power and legal right to enter into and consummate a purchase or merger agreement or ancillary documentation) shall be paid or established by the Participants in proportion to the reduced amount of consideration each Participant would have received if the aggregate consideration from such Required Sale had been reduced by the aggregate amount of such expenses, indemnities, holdbacks, escrows or similar items.

(iv) EACH PARTICIPANT SHALL BE OBLIGATED IN ITS INDIVIDUAL AWARD AGREEMENT TO APPOINT EACH MEMBER OF THE BOARD AND HIS OR HER SUCCESSORS AND ASSIGNS AS SUCH PARTICIPANT’S PROXY AND ATTORNEY-INFACT TO VOTE SUCH PARTICIPANT’S ISSUED SHARES AND TAKE ANY AND ALL SUCH OTHER ACTION WITH RESPECT TO SUCH PARTICIPANT’S ISSUED SHARES AND OTHER SECURITIES OF THE COMPANY AS SUCH BOARD MEMBER MAY DIRECT IN CONNECTION WITH A REQUIRED SALE EFFECTED BY THE COMPANY IN ACCORDANCE WITH THIS SECTION 9.3 SOLELY IN THE EVENT THAT SUCH PARTICIPANT FAILS TO VOTE SUCH PARTICIPANT’S ISSUED SHARES OR TAKE ANY AND ALL SUCH OTHER ACTION IN CONNECTION WITH A REQUIRED SALE IN ACCORDANCE WITH THIS SECTION 9.3. SUCH APPOINTMENT OF EACH BOARD MEMBER AS PROXY AND ATTORNEY-IN-FACT SHALL BE COUPLED WITH AN INTEREST AND SHALL BE VALID THROUGH THE DATE THERE SHALL BE CONSUMMATED A REQUIRED SALE.

9.4 Effect of Public Offering. Notwithstanding the foregoing, neither the Company nor any other Person shall have any rights pursuant to this Article IX following the completion of an initial public offering of the Common Stock.

ARTICLE X

UNFUNDED PLAN

10.1 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.

ARTICLE XI

GENERAL PROVISIONS

11.1 Legends. The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, or any applicable Federal, state or other securities law or other applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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11.2 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

11.3 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Stock Option hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained, to terminate such individual’s employment, consultancy or directorship at any time.

11.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any Federal, state or local taxes required by law to be withheld. Upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned.

11.5 No Assignment of Benefits. No Stock Option under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

11.6 Listing and Other Conditions.

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of any shares of Common Stock pursuant to a Stock Option shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Stock Option with respect to such shares shall be suspended until such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to a Stock Option is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Stock Options, and the right to exercise any Stock Option shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c) Upon termination of any period of suspension under this Section 11.6, any Stock Option affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Stock Option beyond the expiration of the stated term of such Stock Option

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(d) A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval that the Company deems necessary or appropriate.

11.7 Stockholders Agreement and Other Requirements. Notwithstanding anything herein to the contrary, as a condition to the receipt of shares of Common Stock pursuant to a Stock Option under the Plan, to the extent required by the Committee, the Participant shall execute and deliver a stockholder’s agreement or such other documentation which shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise, and such other terms as the Board or Committee shall from time to time establish. Such stockholder’s agreement or other documentation shall apply to the Common Stock acquired pursuant to a Stock Option under the Plan and covered by such stockholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing stockholder agreement (or other agreement).

11.8 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the choice of law principles thereof.

11.9 Construction. Wherever any words are used in the Plan in the masculine gender, they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply.

11.10 Other Benefits. No Stock Option granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

11.11 Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common Stock pursuant to any Stock Options hereunder.

11.12 No Right to Same Benefits. The provisions of Stock Options need not be the same with respect to each Participant, and Stock Options granted to individual Participants need not be the same in subsequent years.

11.13 Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the Transfer of a Stock Option. The Committee may also require the agreement of the transferee to be bound by all of the terms and conditions of the Plan. If the Committee shall find, without any obligation or responsibility of any kind to do so, that any person to whom payment is payable under the Plan is unable to care for his or her affairs because of Disability, illness or accident, any payment due may be paid to such person’s duly appointed legal representative in such manner and proportions as the Committee may determine, in its sole discretion. Any such payment shall be a complete discharge of the liabilities of the Committee and the Board under the Plan.

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11.14 Section 409A of the Code. Although the Company does not guarantee the particular tax treatment of any Stock Option granted under the Plan, Stock Options granted under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and the Plan and any award agreement hereunder shall be limited, construed and interpreted in accordance with such intent. In no event shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or for any damages for failing to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void.

11.15 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

11.16 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

11.17 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

11.18 Agreement. As a condition to the grant of a Stock Option, if requested by the Company and the lead underwriter of any public offering of the Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to a Stock Option until the end of such Lock-Up Period.

11.19 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

ARTICLE XII

EFFECTIVE DATE OF PLAN

The Plan originally became effective on April 6, 2016, which is the original date of its adoption by the Board, subject to the approval of the Plan by the sole stockholder of the Company in accordance with the requirements of the laws of the State of Delaware (which stockholder approval of the Plan was obtained on April 6, 2016). This amendment and restatement of the Plan became effective on August 10, 2018, the date of its adoption by the Board, subject to the approval of the Plan by the sole stockholder of the Company in accordance with the requirements of the laws of the State of Delaware.

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ARTICLE XIII

TERM OF PLAN

No Stock Option shall be granted pursuant to the Plan on or after August 10, 2028, but Stock Options granted prior to such date may extend beyond that date.

ARTICLE XIV

NAME OF PLAN

The Plan shall be known as the “Hot Air, Inc. Amended and Restated 2016 Stock Option Plan.”

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Exhibit 4.5

HOT AIR, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

HOT AIR, INC.

2016 STOCK OPTION PLAN

This AGREEMENT (“Agreement”) is effective as of [                            ] between Hot Air, Inc., a Delaware corporation (the “Company”) and [__________] (the “Participant”).

Terms and Conditions

The Company hereby grants this non-qualified stock option (the “Option”) as of [                            ] (the “Grant Date”), pursuant to the Hot Air, Inc. 2016 Stock Option Plan, as it may be amended from time to time (the “Plan”), to purchase the number of shares of Common Stock set forth in Section 2 below to the Participant, as an Eligible Employee of the Company or any of its Affiliates (the “Shares”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1. Tax Matters. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under section 422 of the Code.

2. Shares Subject to Option; Exercise Price. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Option entitles the Participant to purchase from the Company, upon exercise, [______] shares of Common Stock at an exercise price equal to $1,000 per Share (the “Exercise Price”). One-half of the Option shall be subject to vesting under Section 3(a) based on the passage of time (“Time-Based Options”), and one-half of the Option shall be subject to vesting under Section 3(b) based on the achievement of performance objectives (“Performance-Based Options”).

3. Vesting. Subject to the Participant not having a Termination of Employment and except as otherwise set forth in Section 4, the Option shall become non-forfeitable and exercisable (any portion of the Option that shall have become non-forfeitable and exercisable pursuant to this Section 3, the “Vested Options”) according to the following provisions.

(a) Time-Based Options.

(i) Except as otherwise provided in Section 4 hereof, the Time-Based Options shall vest and become exercisable in the following amounts at the following times (the “Time-Based Vesting Dates”), provided that the Participant has not experienced a Termination of Employment prior to each applicable Time-Based Vesting Date. There shall be no proportionate or partial vesting in the periods prior to each Time-Based Vesting Date and any vesting shall occur only on the applicable Time-Based Vesting Date.

(ii) Notwithstanding Section 3(a)(i), the following shall apply with respect to the Time-Based Options:

(A) in the event of a Change in Control, all unvested Time-Based Options shall immediately vest and become Vested Options as of immediately prior to the Change in Control;

(B) in the event that the Participant experiences a Termination of Employment by reason of an involuntary Termination by the Company without Cause or by the Participant for Good Reason, that percentage of the Time-Based Options subject to this Agreement that have not vested but would have vested in the calendar year of the Participant’s Termination of Employment, in accordance with Section 3(a)(i) hereof, shall immediately vest and become Vested Options as of the date of the Participant’s Termination of Employment;

(C) in the event that the Participant experiences a Termination of Employment by reason of death or Disability, all unvested Time-Based Options subject to this Agreement shall immediately vest and become Vested Options as of the date of the Participant’s death or Disability, whichever applicable; and

(D) the Board or the Committee shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Participant and of the Company, to accelerate the vesting of any Time-Based Options under this Agreement, at such times and upon such terms and conditions as the Board or the Committee deem advisable, and which determination shall be made on an individual by individual basis and need not be uniform among all Plan participants.

(b) Performance-Based Options. Except as otherwise provided in Section 4 hereof, 100% of the Performance-Based Options shall vest and become exercisable upon the occurrence of any Realization Event, if and solely to the extent the Sponsor has achieved a Sponsor IRR with respect to its equity investments in Cardboard Box LLC, a Delaware limited liability company (“Cardboard Box”), equal to at least eight percent (8%) at the time of such Realization Event. The following terms used in this Section 3(b) shall have the meanings ascribed to them below.

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(i) “Realization Event” shall mean an event or transaction (or a series of events or transactions), including, without limitation, a Change in Control or a sale or other disposition of shares of Common Stock into the public market, wherein the Sponsor receives cash, on a cumulative basis, in respect of its Common Stock.

(ii) “Sponsor” means CP7 Warming Bag, L.P., a Delaware limited partnership, and its Affiliates.

(iii) “Sponsor IRR” means, as of the date of any Realization Event, the cumulative internal rate of return of the Sponsor (calculated as provided below) where the internal rate of return shall be the annually compounded rate of return which results in the following amount having a net present value equal to zero: (A) the aggregate amount of cash distributed to the Sponsor from time to time on a cumulative basis through such date (provided that in no circumstances shall any fees paid, expenses reimbursed or tax distributions made to the Sponsor from time to time be included in this clause (A)), minus (B) the aggregate amount of the cash invested in (and the initial gross asset value of any property (other than money) contributed to) Cardboard Box by the Sponsor, directly or indirectly, from time to time in respect of such investment. In determining the Sponsor IRR, the following shall apply: (1) capital contributions shall be deemed to have been made on the last day of the month in which they are made (except for the initial capital contribution which shall be deemed to have been made on December 15, 2015); (2) distributions shall be deemed to have been made on the last day of the month in which they are made; (3) all distributions shall be based on the amount distributed prior to the application of any U.S. federal, state or local taxation to the Sponsor; (4) the rates of return shall be per annum rates and all amounts shall be calculated on a annually compounded basis, and on the basis of a 365-day year; and (5) the Sponsor IRR shall be determined on a fully diluted basis, assuming inclusion of all shares of Common Stock underlying all then outstanding Time-Based Options and Performance-Based Options. The calculation of the Sponsor IRR upon the occurrence of any Realization Event shall be made by the Board or the Committee in its sole and absolute discretion.

4. Forfeiture Events.

(a) If the Participant experiences a Termination of Employment for any reason, any portion of the Option that are not Vested Options, and that do not become Vested Options pursuant to Section 3(a)(ii) hereof as a result of such Termination of Employment, shall be forfeited immediately upon such Termination of Employment and revert back to the Company without any payment to the Participant.

(b) If the Participant experiences a Termination of Employment for Cause (or upon the discovery that the Participant engaged in Detrimental Activity), the entire Option subject to this Agreement (Vested Options or otherwise) shall be forfeited immediately upon such termination (or such discovery that the Participant engaged in Detrimental Activity) and revert back to the Company without any payment to the Participant.

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5. Exercise.

(a) To the extent that any portion of the Option has become vested and exercisable with respect to a number of Shares, such portion of the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the Expiration Date (as defined below). Notwithstanding the foregoing, the Participant may not exercise any portion of the Option unless the offering of Shares issuable upon such exercise (i) is then registered under the Securities Act, or, if such offering is not then so registered, the Company has determined that such offering is exempt from the registration requirements of the Securities Act and (ii) complies with all other applicable laws and regulations governing the Option, and the Participant may not exercise any portion of the Option if the Committee determines that such exercise would not be so registered or exempt and otherwise in compliance with such laws and regulations. Unless otherwise determined by the Committee, in no event may the Option be exercised for fewer than seventy five and forty two ten-thousandths (75.0042) Shares unless it is exercised for all Shares then remaining exercisable with respect to the Option.

(b) To exercise the Option, unless otherwise directed or permitted by the Committee, the Participant must:

(i) execute and deliver to the Company a properly completed Notice of Exercise in the form attached hereto as Exhibit A.

(ii) execute and deliver such other documentation as required by the Committee (including, without limitation, any shareholder’s agreement) which may set forth certain restrictions on transferability of the Shares acquired upon exercise, a right of first refusal or a right of first offer of the Company and other Persons with respect to Shares, and such other terms or restrictions as the Board or Committee may from time to time establish, including without limitation whatsoever, any drag along rights, tag along rights, transfer restrictions and registration rights, and

(iii) remit the aggregate Exercise Price to the Company in full, payable (A) by wire transfer to a bank account of the Company; or (B) on such other terms and conditions as may be acceptable to the Committee.

(c) In addition, unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Option, by (i) remitting the aggregate amount of such taxes to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company, or (ii) making arrangements with the Company to have such taxes withheld from other compensation, to the extent permitted by the Committee.

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6. Option Term. The term of the Option shall be until the tenth anniversary of the Grant Date, after which time it shall expire (such tenth anniversary date, the “Expiration Date”), subject to earlier termination in the event of the Participant’s Termination of Employment as specified in the Plan and this Agreement. Upon the Expiration Date, the Option (whether vested or not) shall automatically be cancelled for no consideration, shall no longer be exercisable, and shall cease to be outstanding.

7. Detrimental Activity.

(a) The provisions in the Plan regarding Detrimental Activity shall apply to the Option. In the event that the Participant engages in Detrimental Activity prior to any exercise of the Option, the Option shall immediately thereupon terminate and expire. As a condition of the exercise of the Option, the Participant shall be required to certify in a manner acceptable to the Company (or be deemed to have certified) that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Participant engages in Detrimental Activity during the one-year period commencing on the later of the date the Option is exercised or the date of the Participant’s Termination of Employment, the Company shall be entitled to recover from the Participant at any time within one year after such date, and the Participant shall pay over to the Company, an amount equal to any gain realized (whether at the time of exercise or thereafter) as a result of the exercise.

(b) The Participant acknowledges and agrees that the restrictions herein and in the Plan regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and its Affiliates, and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company and its Affiliates material irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.

8. Restriction on Transfer of Option. No portion of the Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and the Option shall be exercisable, during the Participant’s lifetime, only by the Participant. Any attempt to Transfer the Option other than in accordance with the expressed terms of the Plan shall be void.

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9. Company Call Rights.

(a) In the event of (i) a Termination of Employment for Cause or the discovery that the Participant engaged in Detrimental Activity or (ii) a voluntary Termination by the Participant without Good Reason, then, the Company may at any time during the period commencing on the date of such Termination for Cause (or the discovery that the Participant engaged in Detrimental Activity) or voluntary Termination by the Participant without Good Reason and ending on the six (6) month anniversary thereof, repurchase from the Participant any shares of Common Stock previously acquired by the Participant through the exercise of the Option under this Agreement at a repurchase price equal to the lesser of the (A) Exercise Price, and (B) Fair Market Value as of the date of repurchase.

(b) In the event of a voluntary Termination by the Participant for Good Reason or an involuntary Termination by the Company for any reason other than for Cause (including Termination of Employment due to death or Disability), the Company may at any time during the six (6)-month period following the date on which the Participant incurs such Termination of Employment or, if later, following the date on which the Participant acquires shares of Common Stock pursuant to the exercise of the Option hereunder following such Termination of Employment, as applicable: repurchase from the Participant any shares of Common Stock previously acquired by the Participant pursuant to the exercise of the Option under this Agreement at a repurchase price equal to Fair Market Value as of the date of repurchase.

(c) If the Company elects to exercise the call rights under this Section 9, it shall do so by delivering to the Participant a notice of such election, specifying the number of shares to be purchased and the closing date and time of such purchase. Such closing shall take place at the Company’s principal executive offices or as otherwise determined by the Company within sixty (60) days after the exercise of the right contained in this Section 9. The Company shall pay any amount that it shall be obligated to pay under this Section 9 in cash or by any other method provided under the Plan (including but not limited to by delivery of an unsecured promissory note by the Company to the Participant).

(d) Notwithstanding anything herein to the contrary, the Company shall not be obligated to repurchase any shares of Common Stock previously acquired pursuant to the exercise of the Vested Options from the Participant, or from the estate of the Participant, and may defer such repurchase, if (i) there exists and is continuing a default or an event of default on the part of the Company or under any guarantee or other agreement under which the Company or any of its Subsidiaries has borrowed money, (ii) such repurchase would constitute a breach of, or result in a default or an event of default on the part of the Company or any of its Subsidiaries under, any such guarantee or agreement, (iii) such repurchase would not be permitted under any applicable laws or stock exchange rules or regulations, or (iv) such repurchase would result in adverse accounting consequences for the Company.

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10. Transfer Restrictions. The Participant may not Transfer all or any fraction of any Issued Shares, except with the prior written consent of the Board, which consent may be given or withheld in the sole discretion of the Board; provided, that the following Transfers shall not require the consent of the Board: (a) Transfers by operation of law to the estate or personal representative of a deceased or incompetent individual Participant (which estate or representative will then be subject to the same restrictions on Transfer as all other Participants) or (b) Transfers by the Participant to an Affiliate of the Participant; provided, that the Participant making such Transfer to an Affiliate shall thereafter remain liable (jointly and severally with the transferee) for the transferee’s obligations under this Plan and the Participant’s individual award agreement. The Participant shall pay all reasonable expenses, including attorneys’ fees and accounting fees, incurred by the Company in connection with a Transfer of Issued Shares by the Participant.

11. Drag Along Right.

(a) In the event the Board receives or is otherwise presented with a Sale Proposal and approves such Required Sale (which approval shall include that of each member of the Board appointed directly or indirectly by Catterton), then the Participant shall be required to participate in the Required Sale to such third party in the manner set forth in this Section 11.

(b) Upon the Board’s approval of a Required Sale, the Company shall deliver a Required Sale Notice with respect to such Required Sale to the Participant no more than five Business Days after the execution and delivery by all of the parties thereto of the definitive agreement or letter of intent or similar document entered into with respect to such Required Sale and, in any event, no later than fifteen (15) Business Days prior to the closing date of such Required Sale. The Required Sale Notice shall include the terms of the Sale Proposal (including the name of the purchaser, the proposed date of the closing of the Required Sale, the purchase price for the shares of Common Stock and any other material terms and conditions, and the copy of any form of agreement proposed to be executed in connection with the Required Sale).

(c) The Participant, upon receipt of a Required Sale Notice, shall be obligated (and such obligation shall be enforceable by the Company and any other Participants), to (i) sell its Issued Shares and participate in the Required Sale contemplated by the Required Sale Notice, (ii) to vote, if applicable, its Issued Shares in favor of the Required Sale at any meeting of stockholders called to vote on or approve the Required Sale and/or to consent in writing to the Required Sale, (iii) waive all dissenters’ or appraisal rights in connection with the Required Sale, (iv) enter into agreements of sale or merger agreements relating to the Required Sale and otherwise execute and deliver all agreements, releases and instruments requested by the Company in order to effectuate or that are otherwise incident to such Required Sale, (v) otherwise to take all actions and execute all documents necessary or desirable to cause the Company and the Participant to consummate the Required Sale, and (vi) upon request of the Company, deliver an executed instrument of transfer with respect to its Issued Shares to counsel designated by the Company, which instrument will be held in escrow by such counsel (pending receipt of the purchase price therefor). Any such Sale Proposal, and the terms of any Required Sale, may be amended or modified from time to time, and any such Required Sale Notice may be rescinded, upon the approval of the Board (which approval shall include that of each member of the Board appointed directly or indirectly by Catterton). The Company shall give prompt written notice of any such amendment, modification or rescission to the Participant.

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(d) Each Board member shall have full and plenary power and authority, as the agent of the Company, to cause the Company to enter into a transaction providing for a Required Sale and to take any and all such further action in connection therewith as such Board member may deem necessary or appropriate in order to consummate such Required Sale. Each Board member shall have complete discretion over the terms and conditions of any Required Sale effected hereby, including, without limitation, price, type of consideration, payment terms, conditions to closing, representations, warranties, affirmative covenants, negative covenants, indemnification, holdbacks and escrows.

(e) The obligations of the Participant pursuant to this Section 11 are subject to the satisfaction of the following conditions:

(i) the Participant shall receive the same form of consideration and the same proportion of the aggregate consideration from such Required Sale that the Participant would have received if such aggregate consideration had been distributed by the Company to its stockholders in complete liquidation in accordance with applicable law and any organizational documents of the Company as in effect immediately prior to the Required Sale;

(ii) the Participant shall make or provide the same representations, warranties, covenants, indemnities and agreements as any other Participant in connection with the Required Sale (except that in the case of representations, warranties, covenants, indemnities and agreements pertaining specifically to any Participant, the Participant shall make the comparable representations, warranties, covenants, indemnities and agreements pertaining specifically to itself); and

(iii) any expenses incurred for the benefit of the Company or all Participants, and any indemnities, holdbacks, escrows and similar items relating to the Required Sale, that are not paid or established by the Company (other than those that relate to representations or indemnities concerning the Participant’s valid ownership of his Issued Shares free and clear of all liens, claims and encumbrances or the Participant’s authority, power and legal right to enter into and consummate a purchase or merger agreement or ancillary documentation) shall be paid or established by the Participant in proportion to the reduced amount of consideration the Participant would have received if the aggregate consideration from such Required Sale had been reduced by the aggregate amount of such expenses, indemnities, holdbacks, escrows or similar items.

(iv) THE PARTICIPANT HEREBY EXPRESSLY AND IRREVOCABLY APPOINTS EACH MEMBER OF THE BOARD AND HIS OR HER SUCCESSORS AND ASSIGNS AS SUCH PARTICIPANT’S PROXY AND ATTORNEY-IN-FACT TO VOTE SUCH PARTICIPANT’S ISSUED SHARES AND TAKE ANY AND ALL SUCH OTHER ACTION WITH RESPECT TO SUCH PARTICIPANT’S ISSUED SHARES AND OTHER SECURITIES OF THE COMPANY

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AS SUCH BOARD MEMBER MAY DIRECT IN CONNECTION WITH A REQUIRED SALE EFFECTED BY THE COMPANY IN ACCORDANCE WITH THIS SECTION 11 SOLELY IN THE EVENT THAT SUCH PARTICIPANT FAILS TO VOTE SUCH PARTICIPANT’S ISSUED SHARES OR TAKE ANY AND ALL SUCH OTHER ACTION IN CONNECTION WITH A REQUIRED SALE IN ACCORDANCE WITH THIS SECTION 11. SUCH APPOINTMENT OF EACH BOARD MEMBER AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID THROUGH THE DATE THERE SHALL BE CONSUMMATED A REQUIRED SALE.]

12. Certain Legal Restrictions. The Plan, this Agreement, the granting and exercising of this Option, and any obligations of the Company under the Plan and this Agreement, shall be subject to all applicable federal, state and local laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed.

13. Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends (whether in cash, in kind or other property), distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan.

14. Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to this Agreement and the Plan, or to otherwise require, prior to the issuance or delivery of any Shares, payment by the Participant of, any federal, state or local taxes required by applicable law to be withheld.

15. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that any provision of this Agreement conflicts or is inconsistent with the terms set forth in the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

16. Recoupment Policy. The Participant acknowledges and agrees that this Option (including any Shares issued upon exercise thereof) shall be subject to the terms and provisions of any “clawback” or recoupment policy that may be adopted by the Company from time to time or as may be required by any applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder).

17. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any exercise notice or other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.

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18. Notices. Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered in person; (ii) two (2) days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service, in each case, to the appropriate party at the address set forth below (or such other address as the party may from time to time specify):

If to the Company, to:

Hot Air, Inc.

c/o Catterton Partners VII, L.P.

599 West Putnam Avenue

Greenwich, CT 06830

Attention: David McPherson

with a copy (which shall not constitute notice) to:

Proskauer Rose LLP

Eleven Times Square

New York, NY 10036

Attention: Michael Callahan, Esq.

If to the Participant, to the address on file with the Company.

19. No Guaranteed Employment. Nothing contained in this Agreement shall affect the right of the Company or any of its Affiliates to terminate the Participant’s employment at any time, with or without Cause, or shall be deemed to create any rights to employment or continued employment. The rights and obligations arising under this Agreement are not intended to and do not affect the Participant’s employment relationship that otherwise exists between the Participant and the Company or any of its Affiliates, whether such employment relationship is at will or defined by an employment contract. Moreover, this Agreement is not intended to and does not amend any existing employment contract between the Participant and the Company or any of its Affiliates; to the extent there is a conflict between this Agreement and such an employment contract, the employment contract shall govern and take priority.

20. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

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21. Interpretation. All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

22. Mode of Communications. The Participant agrees, to the fullest extent permitted by applicable law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company or any of its Affiliates may deliver in connection with this Option grant and any other grants offered by the Company, including, without limitation, prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or the online brokerage account system.

23. No Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

24. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is legal and enforceable and achieves the same objectives.

25. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.

26. Data Protection. By executing this Agreement, the Participant hereby consents to the holding and processing of personal information provided by the Participant to the Company, any Affiliate thereof, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to: (a) administering and maintaining Participant records; (b) providing information to the Company, its Affiliates, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (c) providing information to future purchasers or merger partners of the Company or any Affiliate thereof, or the business in which the Participant works; and (d) transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country.

27. Market Stand-Off. If requested by the Company or the lead underwriter of any public offering (the “Lead Underwriter”), the Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise Transfer or dispose of, any interest in any Shares or any securities convertible into, derivative of, or exchangeable or exercisable for

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Shares, or any other rights to purchase or acquire Shares (except Shares included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-up Period”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter or the Company to effect the foregoing and agree that the Company may impose stop transfer instructions with respect to Shares acquired pursuant to the exercise of an Option until the end of such Lock-up Period.

28. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.

29. No Acquired Rights. The award of the Option hereunder does not entitle the Participant to any benefit other than that specifically granted under the Plan, nor to any future awards or other benefits under the Plan or any similar plan. Any benefits granted under the Plan are not part of the Participant’s ordinary compensation, and shall not be considered as part of such compensation in the event of severance, redundancy or resignation. The Participant understands and accepts that the benefits granted under the Plan are entirely at the grace and discretion of the Company, and that the Company retains the right to amend or terminate the Plan, and/or Participant’s participation therein, at any time, at the Company’s sole discretion and without notice.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

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EXHIBIT A

NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

HOT AIR, INC.

2016 STOCK OPTION PLAN

NOTICE OF EXERCISE

[TO BE ATTACHED]

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Exhibit 4.6

HOT AIR, INC.

AMENDMENT TO THE

NON-QUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

HOT AIR, INC.

AMENDED AND RESTATED 2016 STOCK OPTION PLAN

This AMENDMENT TO THE STOCK OPTION AGREEMENT (this “Amendment”) between Hot Air, Inc., a Delaware corporation (the “Company”), BurgerFi International, Inc. (“BurgerFi”) and [____] (the “Participant”), is dated as of November __, 2021.

Terms and Conditions

The Company sponsors the Hot Air, Inc. Amended and Restated 2016 Stock Option Plan (the “Plan”), under which the Participant received an option grant pursuant to a Non-Qualified Stock Option Agreement dated [____] (the “Award Agreement”) in recognition of the Participant’s service to the Company.

The Company is a party to that certain stock purchase agreement dated October 8, 2021 (the “Purchase Agreement”) with BurgerFi and Cardboard Box, LLC (“Seller”) whereby BurgerFi will acquire all of the Company’s outstanding stock from Seller (the “Transaction”).

The Purchase Agreement provides that effective as of the Closing (as defined in the Purchase Agreement), the Company and BurgerFi will cause the applicable award agreements issued to each holder of outstanding options to purchase shares of the common stock of the Company under the Plan (“Company Options”) to be amended such that each Company Option (other than Out-of-Money Options) that is outstanding and unexercised immediately prior to the Closing will be substituted with the right to receive a certain number of shares of the common stock of BurgerFi, with the number of shares issuable being determined pursuant to a formula set forth in the Purchase Agreement.

Section 4.2(b) of the Plan provides that if there shall be any merger or other corporate transaction constituting a Section 4.2 Event (as defined in the Plan), then (i) the number and/or kind of shares to be issued upon exercise of an outstanding stock option granted under the Plan; and/or (ii) the exercise price thereof, shall be appropriately adjusted, and any adjustment determined by the Committee (as defined in the Plan) shall be final, binding and conclusive on the Company and the Participant.

Section 7.1 of the Plan provides that, in the event of a Change in Control of the Company (as defined in the Plan), the Committee in its sole discretion shall have new rights substituted for the Company Options.

Section 11.1 of the Plan provides that the Committee may require that certificates for Issued Shares (as defined in the Plan) received pursuant to the Award Agreement may include any legend which the Committee deems appropriate to reflect any restrictions on the Transfer (as defined in the Plan) of such Issued Shares.

Section 10 of the Award Agreement states that, subject to certain exceptions, the Participant may not Transfer all or any fraction of any Issued Shares except with the prior written consent of the Board, which consent may be given or withheld in the sole discretion of the Board.

Section 15 of the Award Agreement provides that the Award Agreement is subject to the amendment provisions of the Plan, which provides that the Committee may amend the terms of the Award Agreement provided that no such amendment reduces the rights of the Participant without his or her consent.

Section 9.1 of the Plan and Section 9 of the Award Agreement each provide the Company with certain call rights that the Company wishes to waive in connection with the Transaction.

Effective as of the Closing of the Transaction (which will constitute a Section 4.2 Event), the Committee wishes to (i) amend the Award Agreement to appropriately adjust the number and kind of shares to be issued upon exercise of an outstanding stock option granted under the Plan; and (ii) amend the exercise price thereof, in each case, in accordance with the Purchase Agreement and Section 4.2(b) of the Plan (the “Adjustment”).

Effective as of the Closing of the Transaction, the Committee also wishes to amend the Award Agreement to provide that each Company Option (other than Out-of-Money Options) that is outstanding and unexercised immediately prior to the Closing will be substituted with the right to receive a certain number of shares of the common stock of BurgerFi, with the number of shares issuable being determined pursuant to a formula set forth in the Purchase Agreement (the “Stock Right”).

Effective as of the Closing of the Transaction, the Committee also wishes to amend the Award Agreement to (i) provide that the Participant may Transfer Issued Shares in certain situations without prior written consent of the Board (the “Transfer Availability”) and (ii) waive the Company’s call rights under Section 9.1 of the Plan and Section 9 of the Award Agreement (the “Call Right Waiver”).

Since none of the Adjustment, the Stock Right, the Transfer Availability or the Call Right Waiver reduce the rights of the Participant, the Committee may amend the Award Agreement to incorporate the terms of the Adjustment, the Stock Right, the Transfer Availability and the Call Right Waiver, without the Participant’s consent.

Accordingly, the Committee hereby amends the Award Agreement, effective as of the Closing of the Transaction, as follows:

1. Section 2 of the Award Agreement is hereby amended to add the following:

“Notwithstanding anything in the Plan or herein to the contrary, in recognition of the Participant’s service to the Company, the Option shall be converted into [____] shares of Common Stock immediately following the Closing (as defined in the Purchase Agreement) of the transaction contemplated by that certain stock purchase agreement dated October 8, 2021, as amended and restated on November _, 2021 (the “Purchase Agreement”) with BurgerFi International, Inc. (“BurgerFi”) and Cardboard Box, LLC (“Seller”) whereby BurgerFi will acquire all of the Company’s outstanding stock from Seller (the “Option Conversion”). The term “Issued Shares” as used in this Agreement shall mean the shares of Common Stock received as a result of the Option Conversion.” The term “Common Stock” as used in this Agreement shall mean common stock of BurgerFi International, Inc., par value $0.0001 per share. [Participant will, upon reasonable request from the Company, make himself or herself reasonably available to the Company to respond to inquiries and in connection with the transition of Participant’s duties and responsibilities for the Company, and to consult with the Company regarding business matters that he or she was directly and substantially involved with while providing services to the Company]¹

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2. The Company hereby waives its call rights under Section 9.1 of the Plan and Section 9 of the Award Agreement and such provisions have no further force or effect with respect to the Option (as defined in the Award Agreement).

3. Section 10 of the Award Agreement is hereby amended and restated in its entirety to read as follows:

“10. Transfer Restrictions.

(a) Except as specifically provided for in Section 10(b) below, the Participant may not Transfer all or any fraction of any Issued Shares, except with the prior written consent of the Board, which consent may be given or withheld in the sole discretion of the Board; provided, that the following Transfers shall not require the consent of the Board: (a) Transfers by operation of law to the estate or personal representative of a deceased or incompetent individual (which estate or representative will then be subject to the same restrictions on Transfer as all other Participants); (b) Transfers by the Participant to an Affiliate of the Participant; or (c) Transfers of up to forty percent (40%) of the Issued Shares by the Participant necessary to cover his or her federal and state income tax obligations arising from the Option Conversion; provided, that the Participant making such Transfer to an Affiliate shall thereafter remain liable (jointly and severally with the transferee) for the transferee’s obligations under this Plan and the Participant’s individual award agreement. The Participant shall pay all reasonable expenses, including attorneys’ fees and accounting fees, incurred by the Company in connection with a Transfer of Issued Shares by the Participant.

(b) The Participant may not, without the express written consent of the Board, (i) for the period beginning on the date hereof and ending on June 20, 2022, Transfer any Issued Shares then held by the Participant; or (ii) during the period beginning on June 20, 2022 and ending on December 31, 2022, Transfer more than fifty percent (50%) of any Issued Shares then held by the Participant. Except as otherwise determined by the Committee or the Board, all restrictions on the Transfer of Issued Shares shall cease as of December 31, 2022.”

4. In all other respects, the provisions of the Award Agreement are hereby ratified and confirmed, and they shall continue in full force and effect.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Company has executed this Amendment on behalf of itself and the Committee and BurgerFi has executed this Amendment, each on the date and year first written above.