Exhibit 10.1

PROFICIENT AUTO LOGISTICS, INC.

FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 20[●] between Proficient Auto Logistics, Inc., Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The bylaws of the Company (as amended, the “Bylaws”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The certificate of incorporation of the Company (as amended, the “Charter”), Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, advancement and reimbursement rights;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, reimburse and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities and indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Company’s Charter, Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve as a director, officer or key employee of the Company without adequate protection and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director, officer or key employee from and after the date hereof, the parties hereto agree as follows:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is or was, or is or was threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made. In respect of an action by or on behalf of the Company to procure a judgment in its favor to which the Indemnitee is made a party because of the Indemnitee’s Corporate Status, the Company will, upon the Indemnitee’s request, make an application to the Court for an order approving the indemnification of, or payment of expenses to, the Indemnitee.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Indemnification of Appointing Stockholder. If (i) Indemnitee is or was affiliated with one or more private investment funds, publicly traded companies or other entities that have invested in the Company (an “Appointing Stockholder”), and (ii) the Appointing Stockholder is or was, or is or was threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director or officer, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines, liabilities and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is or was, or is or was threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not, without the Indemnitee’s prior written consent, enter into any such settlement of any Proceeding (in whole or in part) unless such settlement (i) provides for a full and final release of all claims asserted against Indemnitee and (ii) does not impose any Expense, judgment, fine, penalty or limitation on Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses, judgments, fines, liabilities and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines, liabilities or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, liabilities, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or was, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined (under the procedures, and subject to the presumptions, set forth in Section 6 and Section 7 hereof) that Indemnitee is not entitled to be indemnified against such Expenses. Such undertaking shall be sufficient for purposes of this Section 5 if it is substantially in the form attached hereto as Exhibit A. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the rights of the Company to defend any action or proceeding which is the basis of the claimed indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by the following person or persons, who shall be empowered to make such determination at the election of Indemnitee: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if requested by Indemnitee or if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (4) if so requested by Indemnitee or if so directed by the Disinterested Directors, by the stockholders of the Company; provided, however, that if a Change in Control has occurred, the determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel (unless Indemnitee shall request in writing that such determination be made in a manner provided for in this Section 6(b)).

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 6(c). If a Change in Control has not occurred, the Independent Counsel shall be selected by the Board of Directors (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice to the Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and approved by the Board of Directors (which approval shall not be unreasonably withheld). If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 6, and (ii) within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefore, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefore or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of law rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 7, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, the Charter or the Bylaws, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by applicable law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement, the Charter, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. In the event of any conflict or inconsistency between the Charter and/or Bylaws and this Agreement, the provision providing the greatest indemnity, advancement of expenses or other protection to the Indemnitee shall control to the extent not prohibited by applicable law. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. Notwithstanding anything in this Agreement to the contrary, the indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee or any of Indemnitee’s agents.

(b) The Company shall obtain and maintain in effect during the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such officer or director under such policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. In the event of a Change in Control, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing insurance in respect of Indemnitee (directors’ and officers’ liability, fiduciary, employment practices or otherwise) for a period of at least six years thereafter (a “Tail Policy”). If such coverage is not placed with the incumbent insurance carriers using the policies that were in place at the time of the Change in Control, the Tail Policy shall be substantially comparable in scope and amount to the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the insurance carriers for the expiring policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers reasonably required and take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise (except to the extent that Indemnitee is required (by court order or otherwise) to return such payment or to surrender it to the Company).

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, company, partnership, joint venture, trust, employee benefit plan or other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, company, partnership, joint venture, trust, employee benefit plan or other enterprise (except to the extent that Indemnitee is required (by court order or otherwise) to return such payment or to surrender it to the Company).

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; provided, that the foregoing shall not affect the rights of Indemnitee set forth in Section 8(c); or

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or

(c) for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act; or

(d) in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Company has joined in or the Board of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement and indemnification and advancement provisions in the Charter or Bylaws.

10. Non-Disclosure of Payments. Except as expressly required by applicable law, including applicable rules and regulations of any securities exchange on which the Company’s securities are then listed for trading, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained. If any payment information must be disclosed, the Company shall afford the Indemnitee a reasonable opportunity to review all such disclosures and, if requested, to explain in such statement any mitigating circumstances regarding the events to be reported.

11. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is a director, officer or key employee of the Company (or is serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, company partnership, joint venture, trust, employee benefit plan or other Enterprise) and shall continue thereafter until the later of (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director, officer or key employee of the Company or a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, company, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee served at the request of the Company; or (b) one (1) year after the final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 7 of this Agreement relating thereto (including any rights of appeal of any Section 7 Proceeding). This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

12. Security. To the extent reasonably requested by Indemnitee, the Company shall at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

13. Definitions. For purposes of this Agreement:

(a) “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)  Acquisition of Stock by Third Party. Any Person other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifty (50%) or more of the combined voting power of the Company’s then outstanding securities;

(ii)  Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 13(a)(i), 13(a)(iii) or 13(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by two-thirds of the votes of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least a majority of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; and (iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions.

(b) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(c) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company, any direct or indirect subsidiary of the Company, or of any other corporation, company, partnership, joint venture, trust, employee benefit plan or other Enterprise that such person is or was serving at the request of the Company.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e) “Enterprise” shall mean the Company and any other corporation, company, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(f) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(g) “Expenses” shall include all reasonable attorneys’ fees, retainers, disbursements of counsel, court costs, filing fees, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, legal research costs, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding and all other disbursements or expenses of types customarily and reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, actions, suits, or proceedings similar to or of the same type as the Proceeding with respect to which such disbursements or expenses were incurred. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(h) “Independent Counsel” means a nationally recognized law firm, or a member of a nationally recognized law firm, that is experienced in matters of corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(i) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(j)  “Proceeding” includes any current, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any internal investigation), inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative, regulatory or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting in Indemnitee’s Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

14. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the fullest extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event a court of competent jurisdiction determinates that any part of this Agreement is invalid, illegal or enforceable, and refuses or does not give effect to this Agreement without such invalid, illegal or unenforceable provision (or otherwise to the maximum extent permitted by applicable law), then the parties hereto shall enter into such amendment as may be necessary to cause this Agreement to be valid, legal and enforceable to the maximum extent permitted by applicable law.

15. Enforcement and Binding Effect.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company. The Company represents that this Agreement has been approved by the Company’s Board.

(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The indemnification and advancement of expenses provided by, or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation, Change of Control or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

(d) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, Change of Control or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company to expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such requirement of such a bond or undertaking.

16. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

18. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day (provided that no error message is received when sent), (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. Any form of written communication will also be sent by electronic mail to the email address of the respective parties. All communications shall be sent:

Proficient Auto Logistics, Inc.

12276 San Jose Blvd.

Suite 426

Jacksonville, Florida 32223

Attention: Chief Executive Officer

Email:

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

19. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

20. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

21. Usage of Pronouns. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

22. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) generally and unconditionally consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties to this Agreement. Nothing in this Section 22 shall affect the rights to serve legal process in any other manner permitted by applicable law. Each party waives personal service of any and all process upon it, and consents that all services of process may be made as set forth in Section 18 of this Agreement (excluding e-mail delivery), and service so made shall be deemed to be completed when received.

23. Assignment. Neither party hereto may assign this Agreement without the prior written consent of the other party.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

Exhibit A

UNDERTAKING

Reference is hereby made to that certain Indemnification Agreement, by and between Proficient Auto Logistics, Inc. (the “Company”), and the undersigned, dated as of  , 20  (the “Indemnification Agreement”). All initially capitalized terms used in this undertaking (the “Undertaking”) and not otherwise defined herein shall have the meanings set forth in the Indemnification Agreement.

Pursuant to the Indemnification Agreement, I, _____________, agree to reimburse the Company for all Expenses paid to me or on my behalf by the Company in connection with my involvement in [name or description of proceeding or proceedings], in the event, and to the extent, that it shall ultimately be determined (pursuant to the terms of the Indemnification Agreement) that I am not entitled to be indemnified by the Company for such Expenses.

Section 22 of the Indemnification Agreement is incorporated herein by reference and shall apply mutatis mutandis.

A-1

Exhibit 10.2

PROFICIENT AUTO LOGISTICS, INC.

2024 LONG-TERM INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: [  ], 2024
APPROVED BY THE STOCKHOLDERS: [  ], 2024
IPO DATE: [  ], 2024

1. GENERAL.

(a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees and Directors, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards.

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

2.   SHARES SUBJECT TO THE PLAN.

(a) Share Reserve. Subject to adjustment in accordance with Section 2(c) and any adjustments as necessary to implement any Capitalization Adjustments in accordance with Section 6, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed 3,260,000 shares of Common Stock.

(b) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments in accordance with Section 6, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is 3,260,000 shares of Common Stock (which number includes all shares of Common Stock available for delivery under Section 2(a) since the establishment of the Plan, determined in accordance with the terms of the Plan).

(c) Share Reserve Operation.

(i) Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares of Common Stock pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares of Common Stock available for issuance under the Plan.

(ii) Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares of Common Stock under the Plan and accordingly do not reduce the number of shares of Common Stock subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares of Common Stock covered by such portion of the Award having been issued; (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than shares of Common Stock); (3) the withholding of shares of Common Stock that would otherwise be issued by the Company to satisfy the exercise, strike or purchase price of an Award; or (4) the withholding of shares of Common Stock that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Award.

(iii) Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares of Common Stock that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares of Common Stock; (2) any shares of Common Stock that are reacquired by the Company to satisfy the exercise, strike or purchase price of an Award; and (3) any shares of Common Stock that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Award.

3. ELIGIBILITY AND LIMITATIONS.

(a) Eligible Award Recipients. Subject to the terms of the Plan, Employees and Directors are eligible to receive Awards.

(b) Specific Award Limitations.

(i) Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and (f) of the Code).

(ii) Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(iii) Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option.

(iv) Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees and Directors who are providing Continuous Service only to any “parent” of the Company (as such term is defined in Rule 405) unless the shares of Common Stock underlying such Awards is treated as “service recipient stock” under Section 409A because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution requirements of Section 409A.

(c) Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is the number of shares of Common Stock specified in Section 2(b).

(d) Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director with respect to any fiscal year following the year in which the IPO Date occurs, including Awards granted and cash fees paid by the Company to such Non-Employee Director, will not exceed (i) $200,000 in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board during such fiscal year, a pro rata amount, rounded to the nearest cent, equal to $200,000 multiplied by the quotient of the total number of calendar days such individual is considered a duly appointed or elected Non-Employee Director in such fiscal year (including the day on which he or she is so duly appointed or elected) over the total number of calendar days in such fiscal year, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes. For avoidance of doubt, compensation will count towards this limit for the fiscal year in which it was granted or earned, and not later when distributed, in the event it is deferred.

4.   OPTIONS AND STOCK APPRECIATION RIGHTS. Each Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory Stock Option, and the shares of Common Stock purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:

(a) Term. Subject to Section 3(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.

(b) Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Change in Control and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.

(c) Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:

(i) by cash or check, bank draft or money order payable to the Company;

(ii) pursuant to a “cashless exercise” program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds;

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) at the time of exercise, the shares of Common Stock are publicly traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the shares of Common Stock, (4) any certificated shares of Common Stock are endorsed or accompanied by an executed assignment separate from the certificates, and (5) such shares of Common Stock have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery;

(iv)   if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares of Common Stock with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) such shares of Common Stock used to pay the exercise price will not be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment; or

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

(d) Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (i) the aggregate Fair Market Value on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR, over (ii) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of shares of Common Stock or cash (or any combination of shares of Common Stock and cash) or in any other form of payment, as determined by the Board and specified in the SAR Agreement.

(e)   Transferability. Options and SARs may not be transferred to third party financial institutions for value. The Board may impose such additional limitations on the transferability of an Option or SAR as it determines. In the absence of any such determination by the Board, the following restrictions on the transferability of Options and SARs will apply; provided that except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration; and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:

(i) Restrictions on Transfer. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option or SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participant’s request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable state law) while such Option or SAR is held in such trust, provided that the Participant and the trustee enter into a transfer agreement and other agreements required by the Company.

(ii) Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to a domestic relations order.

(f) Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option or SAR as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Options and SARs will cease upon termination of the Participant’s Continuous Service.

(g) Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s Options and SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.

(h) Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(i), if a Participant’s Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Option or SAR to the extent vested, but only within the following periods of time or, if applicable, such other period of time provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):

(i) three months following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participant’s Disability or death); or

(ii) six months following the date of such termination if such termination is due to the Participant’s Disability or death; or

(iii) three months following the date of such termination if such termination is for any reason other than for Cause, without Cause, or due to the Participant’s Disability or death.

Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.

(i) Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option or SAR at any time that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise of the Participant’s Option or SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)).

(j) Non-Exempt Employees. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, will be first exercisable for any shares of Common Stock until at least six months following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the Worker Economic Opportunity Act, any vested portion of such Award may be exercised earlier than six months following the date of grant of such Award in the event of (i) such Participant’s death or Disability, (ii) a Change in Control, or (iii) such Participant’s retirement (as such term may be defined in the Award Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment policies and guidelines). This Section 4(j) is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.

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

5. AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS.

(a) Restricted Stock Awards and RSU Awards. Each Restricted Stock Award and RSU Award will have such terms and conditions as determined by the Board; provided, however, that each Restricted Stock Award Agreement and RSU Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:

(i) Form of Award.

(1) RSAs: To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock subject to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares of Common Stock become vested or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. Unless otherwise determined and set out by the Board in the applicable Restricted Stock Award Agreement, a Participant will have voting and other rights as a stockholder of the Company with respect to any shares of Common Stock subject to a Restricted Stock Award.

(2) RSUs: An RSU Award represents a Participant’s right to be issued on a future date the number of shares of Common Stock that is equal to the number of restricted stock units subject to the RSU Award. As a holder of an RSU Award, a Participant is an unsecured creditor of the Company with respect to the Company’s unfunded obligation, if any, to issue shares of Common Stock in settlement of such Award and nothing contained in the Plan or any RSU Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or an Affiliate or any other person. A Participant will not have voting or any other rights as a stockholder of the Company with respect to any RSU Award (unless and until shares of Common Stock are actually issued in settlement of a vested RSU Award).

(ii) Consideration.

(1) RSA: A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services) as the Board may determine and permissible under Applicable Law.

(2) RSU: Unless otherwise determined by the Board at the time of grant, an RSU Award will be granted in consideration for the Participant’s services to the Company or an Affiliate, such that the Participant will not be required to make any payment to the Company (other than such services) with respect to the grant or vesting of the RSU Award, or the issuance of any shares of Common Stock pursuant to the RSU Award. If, at the time of grant, the Board determines that any consideration must be paid by the Participant (in a form other than the Participant’s services to the Company or an Affiliate) upon the issuance of any shares of Common Stock in settlement of the RSU Award, such consideration may be paid in any form of consideration as the Board may determine and permissible under Applicable Law.

(iii) Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award or RSU Award as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Restricted Stock Awards and RSU Awards will cease upon termination of the Participant’s Continuous Service.

(iv) Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates for any reason, (i) the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement and (ii) any portion of his or her RSU Award that has not vested will be forfeited upon such termination and the Participant will have no further right, title or interest in the RSU Award, the shares of Common Stock issuable pursuant to the RSU Award, or any consideration in respect of the RSU Award.

(v) Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of Common Stock subject to a Restricted Stock Award or RSU Award, as determined by the Board and specified in the Award Agreement.

(vi) Settlement of RSU Awards. An RSU Award may be settled by the issuance of shares of Common Stock or cash (or any combination thereof) or in any other form of payment, as determined by the Board and specified in the RSU Award Agreement.

(b) Performance Awards. With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board and set out in the applicable Award Agreement.

(c) Other Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the time of grant) may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.

6. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.

(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of shares of Common Stock subject to the Plan; (ii) the class(es) and maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(b); and (iii) the class(es) and number of securities and exercise price, strike price or purchase price of shares of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall be final, binding, and conclusive. However, in no event shall this Section 6(a) be construed to permit a modification (including a replacement) of an Award if such modification either: (i) would result in accelerated recognition of income or imposition of additional tax under Section 409A, or (ii) would cause the Award subject to the modification (or cause a replacement) to be subject to Section 409A, provided that the restriction of this clause (ii) shall not apply to any Award that, at the time it is granted or otherwise, is designated as being deferred compensation subject to Section 409A. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions of this Section.

(b) Change in Control. The following provisions will apply to Awards in the event of a Change in Control, unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award. However, in no event shall this Section 6(b) be construed to permit an action or payment if such action or payment would result in accelerated recognition of income or imposition of additional tax under Section 409A.

(i) Awards May Be Assumed. In the event of a Change in Control (including a change in the Incumbent Board which constitutes a Change in Control), any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Change in Control. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award, or may choose to assume or continue the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will be set by the Board.

(ii) Awards Held by Current Participants. In the event of a Change in Control (including a change in the Incumbent Board which constitutes a Change in Control) in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants (referred to as the “Current Participants”), subject to the provisions of Section 6(a), the occurrence of a Change in Control shall have the effect, if any, with respect to any Award as set forth in the Award Agreement or, to the extent not prohibited by the Plan or the Award Agreement, as provided by the Board.

(iii) Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company that qualifies as a Change in Control, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service; provided, however, that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

(c) Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Change in Control involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participant’s behalf with respect to any escrow, indemnities and any contingent consideration.

(d) No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares of Common Stock pursuant to any Award does not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the shares of Common Stock or the rights thereof or which are convertible into or exchangeable for shares of Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

7.   ADMINISTRATION.

(a) Administration by Board. The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 7(c) below.

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

(i) To determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which need not be identical), including the time or times when a person will be permitted to receive an issuance of shares of Common Stock or other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award that will be granted to each such person; (6) the Fair Market Value applicable to an Award; and (7) the terms of any Performance Award that is not valued in whole or in part by reference to, or otherwise based on, the shares Common Stock, including the amount of cash payment or other property that may be earned and the timing of payment.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective or compliant with Applicable Law.

(iii) To settle all controversies regarding the Plan and Awards granted under it.

(iv) To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest.

(v) To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock including any Change in Control, for reasons of administrative convenience.

(vi) To suspend or terminate the Plan at any time. Suspension or termination of the Plan will not Materially Impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant.

(vii) To amend the Plan in any respect the Board deems necessary or advisable; provided, however, that stockholder approval will be required for any amendment to the extent required by Applicable Law. Except as provided above, rights under any Award granted before amendment of the Plan will not be Materially Impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(viii) To submit any amendment to the Plan for stockholder approval.

(ix) To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to Section 9(m) and any specified limits in the Plan that are not subject to Board discretion; provided however, that, a Participant’s rights under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing.

(x) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(xi) To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage of specific tax treatment for Awards granted to, Employees and Directors who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement to ensure or facilitate compliance with the laws of the relevant foreign jurisdiction).

(c) Delegation to Committee.

(i) General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to another Committee or a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. Each Committee may retain the authority to concurrently administer the Plan with Committee or subcommittee to which it has delegated its authority hereunder and may, at any time, revest in such Committee some or all of the powers previously delegated. The Board may retain the authority to concurrently administer the Plan with any Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii) Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption to remain available.

(d) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board or any Committee in good faith will not be subject to review by any person and will be final, binding, and conclusive on all persons.

(e) Delegation to Other Person or Body. The Board or any Committee may delegate to one or more persons or bodies the authority to do one or more of the following to the extent permitted by Applicable Law: (i) designate recipients, other than Officers, of Options and SARs (and, to the extent permitted by Applicable Law, other Awards), provided that no person or body may be delegated authority to grant an Award to themself; (ii) determine the number of shares subject to such Awards; and (iii) determine the terms of such Awards; provided, however, that the Board or Committee action regarding such delegation will fix the terms of such delegation in accordance with Applicable Law, including without limitation Sections 152 and 157 of the Delaware General Corporation Law. Unless provided otherwise in the Board or Committee action regarding such delegation, each Award granted pursuant to this Section will be granted on the applicable form of Award Agreement most recently approved for use by the Board or the Committee, with any modifications necessary to incorporate or reflect the terms of such Award. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to any person or body (who is not a Director or that is not comprised solely of Directors, respectively) the authority to determine the Fair Market Value.

8. TAX WITHHOLDING.

(a) Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.

(b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; or (vi) by such other method as may be set forth in the Award Agreement.

(c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law, the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the “fair market value” of the shares of Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the “fair market value” of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.

(d) Withholding Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the Company’s and/or its Affiliate’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount.

9. MISCELLANEOUS.

(a) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

(b) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.

(c) Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

(d) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for vesting, exercise, and/or settlement of the Award pursuant to its terms, if applicable, and (ii) the issuance of the shares of Common Stock subject to such Award is reflected in the records of the Company.

(e) No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment of an Employee with or without notice and with or without cause, or (ii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan.

(f) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.

(g) Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents or instruments necessary or desirable, as determined in the Plan Administrator’s sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrator’s request.

(h) Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award, the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery of any shares of Common Stock (e.g., a stock certificate or electronic entry evidencing such shares of Common Stock) shall be determined by the Company.

(i) Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participant’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

(j) Securities Law Compliance. A Participant will not be issued any shares of Common Stock in respect of an Award unless either (i) the shares of Common Stock are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such shares of Common Stock if the Company determines that such receipt would not be in material compliance with Applicable Law.

(k) Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares of Common Stock subject to an Award have been issued, or in the case of Restricted Stock Awards and similar awards, after the issued shares of Common Stock have vested, the holder of such shares of Common Stock is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares of Common Stock provided that any such actions are in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law.

(l) Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participant’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

(m) Section 409A. The Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt, in compliance with the requirements of Section 409A. The Plan shall not be construed to permit a modification of an Award, or to permit the payment of a dividend or dividend equivalent, if such actions would result in accelerated recognition of taxable income or imposition of additional tax under Section 409A. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan, if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A is a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months and one day following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule. If an amount to be paid under this Plan or any Award Agreement is payable in two or more installments, each installment shall be treated as a separate payment for purposes of Section 409A.

(n) Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to conflict of law principles that would result in any application of any law other than the law of the State of Delaware.

10. COVENANTS OF THE COMPANY.

(a) Compliance with Law. The Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any shares of Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of shares of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell shares of Common Stock upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of shares of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.

11. SEVERABILITY. If all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

12. TERMINATION OF THE PLAN. The Board may suspend or terminate the Plan at any time and the Board or the Committee may amend any Award Agreement, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), Materially Impair the rights of any Participant or beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board (or the Committee if applicable). Approval by the Company’s stockholders will be required for any material revision to the terms of the Plan, with the Committee’s determination of “material revision” to take into account the exemptions under applicable stock exchange rules. No amendment or termination shall be adopted or effective if it would result in accelerated recognition of income or imposition of additional tax under Section 409A or, except as otherwise provided in the amendment, would cause amounts that were not otherwise subject to Section 409A to become subject to Section 409A.No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date, or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

13. DEFINITIONS. As used in the Plan, the following definitions apply to the capitalized terms indicated below:

(a) “Adoption Date” means the date the Plan is first approved by the Board or Compensation Committee.

(b) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(c) “Applicable Law” means any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).

(d) “Award” means any right to receive shares of Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, an RSU Award, a SAR, a Performance Award, or any Other Award).

(e) “Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and conditions applicable to the Award and which is provided to a Participant along with the Grant Notice.

(f)   “Board” means the Board of Directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and binding on all Participants.

(g) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the shares of Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(h) “Cause” has the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, in the reasonable discretion of the Board: (i) the Participant’s refusal, after receipt of written notice from the Company (or if applicable, an Affiliate) and a reasonable opportunity for the Participant to cure such matter, to (A) perform the Participant’s material duties and responsibilities or (B) to follow material lawful instructions issued by the Board or the Participant’s supervisor; (ii) the Participant’s intentional and persistent refusal or failure to comply in any material respect with any written policies or procedures of the Company and its Affiliates, after receipt of written notice from the Company (or if applicable, an Affiliate) and a reasonable opportunity for the Participant to cure such failure; (iii) the Participant’s willful or illegal misconduct; (iv) the Participant’s engagement in any act or omission of willful misfeasance or willful nonfeasance with respect to the Participant’s assigned duties, after receipt of written notice from the Company (or if applicable, an Affiliate) detailing the Participant’s failure of such assigned duties and the Participant’s failure to cure such failure; (v) the Participant’s engagement in any act of theft, fraud, embezzlement, falsification of documents, misappropriation of funds or other assets or in any misconduct which is or reasonably may be damaging to the goodwill, business or reputation of the Company and its Affiliates; (vi) the Participant’s breach of a fiduciary duty to the Company and its Affiliates; (vii) the Participant’s conviction by a court of competent jurisdiction of, or the Participant’s pleading guilty or nolo contendere to, any felony or crime (A) involving moral turpitude or (B) that relates to, or has a material adverse effect on the business or reputation of, the Company and its Affiliates; or (viii) the Participant’s material breach of any of his or her obligations contained in any agreement between the Participant and the Company or any Affiliate, after receipt of written notice from the Company (or if applicable, an Affiliate) detailing the Participant’s material breach and the Participant’s failure to cure such breach.

(i) “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i) consummation of a purchase or other acquisition by any Exchange Act Person or group of Exchange Act Persons of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of the Company representing more than 50% of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding securities;

(ii) consummation of a reorganization, merger, consolidation, acquisition, share exchange, or similar transaction of the Company and, immediately after the consummation of such reorganization, merger, consolidation, acquisition, share exchange, or similar transaction, the stockholders of the Company immediately prior thereto do not Own outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such reorganization merger, consolidation, acquisition, share exchange, or similar transaction;

(iii) consummation of any plan of complete dissolution or liquidation of the Company providing for the sale or distribution of substantially all of the assets of the Company and its Subsidiaries;

(iv) consummation of a sale of substantially all of the assets of the Company and its Subsidiaries; or

(v) individuals who, at any time during any period of two consecutive years, were at the beginning of such period members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) solely for the purpose of determining the timing of any payments pursuant to any Award constituting a “deferral of compensation” subject to Section 409A, a Change in Control shall be limited to a “change in the ownership” of the Company, a “change in the effective control” of the Company, or a “change in the ownership of a substantial portion of the assets” of the Company as such terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.

(j) “Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(k) “Committee” means the Compensation Committee and any other committee of Directors to whom authority has been delegated by the Board or Compensation Committee in accordance with the Plan.

(l) “Common Stock” means, as of the IPO Date, the common stock of the Company.

(m) “Company” means Proficient Auto Logistics, Inc., a Delaware corporation.

(n) “Compensation Committee” means the Compensation Committee of the Board.

(o) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee or Director, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee or Director or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the Chief Executive Officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or Chief Executive Officer of the Company, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).

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

(q) “Director” means a member of the Board.

(r) “Disability” means the Participant has been determined to be disabled under the Company’s long-term disability plan then in effect or, if none, “Disability” shall mean the Participant’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his or her job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of the Participant’s Disability as to which the Participant and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Participant and the Company.

(s) “Effective Date” means the IPO Date, provided this Plan is approved by the Company’s stockholders prior to the IPO Date.

(t) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(u) “Employer” means the Company or the Affiliate of the Company that employs the Participant.

(v) “Entity” means a corporation, partnership, limited liability company or other entity.

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

(x) “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company, or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(y) “Fair Market Value” means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows:

(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii) If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.

(iii) In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Section 422 of the Code.

Notwithstanding the foregoing, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A to the extent necessary for an Award to comply with, or be exempt from, Section 409A.

(z) “Governmental Body” means any: (i) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (ii) federal, state, local, municipal, foreign or other government; (iii) governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority; or (iv) self-regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority).

(aa) “Grant Notice” means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award.

(bb) “Incentive Stock Option” means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(cc) “IPO Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

(dd) “Materially Impair” means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares of Common Stock subject to an Option that may be exercised; (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws.

(ee) “Non-Employee Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.

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

(gg) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(hh) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(ii) “Option Agreement” means a written agreement between the Company and the Optionholder evidencing the terms and conditions of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of the general terms and conditions applicable to the Option and which is provided to a Participant along with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan.

(jj) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(kk) “Other Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 5(c).

(ll) “Other Award Agreement” means a written agreement between the Company and a holder of an Other Award evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions of the Plan.

(mm) “Own,” “Owned,” “Owner,” “Ownership” means that a person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(nn) “Participant” means an Employee or Director to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award.

(oo) “Performance Award” means an Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5(b) pursuant to such terms as are approved by the Board. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award Agreement, the Board may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common Stock.

(pp) “Performance Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Board: earnings (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; stock price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholders’ equity; capital expenditures; debt levels; operating profit or net operating profit; growth of net income or operating income; billings; financing; stockholder liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations, analysts and communication; strategic partnerships or transactions; establishing relationships with commercial entities with respect to the Company’s business; co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected by the Board or Committee.

(qq) “Performance Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award.

(rr) “Performance Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to vesting or exercise of an Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.

(ss) “Plan” means this Proficient Auto Logistics, Inc. 2024 Long-Term Incentive Plan, as amended from time to time.

(tt) “Plan Administrator” means the person, persons, and/or third-party administrator designated by the Company to administer the day-to-day operations of the Plan and the Company’s other equity incentive programs.

(uu) “Post-Termination Exercise Period” means the period following termination of a Participant’s Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(h).

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

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

(xx) “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement includes the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the Restricted Stock Award and which is provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

(yy) “RSU Award” or “RSU” means an Award of restricted stock units representing the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 5(a).

(zz) “RSU Award Agreement” means a written agreement between the Company and a holder of an RSU Award evidencing the terms and conditions of an RSU Award. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written summary of the general terms and conditions applicable to the RSU Award, and which is provided to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan.

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

(bbb) “Rule 405” means Rule 405 promulgated under the Securities Act.

(ccc) “SAR Agreement” means a written agreement between the Company and a holder of a SAR evidencing the terms and conditions of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general terms and conditions applicable to the SAR and which is provided to a Participant along with the Grant Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan.

(ddd) “Section 409A” means Section 409A of the Code and the regulations and other guidance thereunder.

(eee) “Securities Act” means the Securities Act of 1933, as amended.

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

(ggg) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 4.

(hhh) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(iii) “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(jjj) “Trading Policy” means the Company’s policy permitting certain individuals to sell shares of Common Stock only during certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer or encumber shares of Common Stock, as in effect from time to time.

PROFICIENT AUTO LOGISTICS, INC.

RSU AWARD GRANT NOTICE

(2024 LONG-TERM INCENTIVE PLAN)

PROFICIENT AUTO LOGISTICS, INC. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2024 Long-Term Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement.

Participant: [●]

Date of Grant: [●]

Vesting Commencement Date: [●]

Number of Restricted Stock Units: [●]

Vesting Schedule: Subject to the Participant’s Continuous Service through each applicable vesting date, the RSU Award will vest as follows:

Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:

ATTACHMENTS: Restricted Stock Unit Award Agreement, 2024 Long-Term Incentive Plan

2024 LONG-TERM INCENTIVE PLAN

AWARD AGREEMENT (RSU AWARD)

As reflected by your RSU Award Grant Notice (“Grant Notice”) PROFICIENT AUTO LOGISTICS, INC. (the “Company”) has granted you an award of restricted stock units under its 2024 Long-Term Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement.” Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.

The general terms applicable to your RSU Award are as follows:

1. GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the Plan, including but not limited to the provisions in:

Your RSU Award is further subject to all interpretations, amendments, rules, and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.

2. GRANT OF THE RSU AWARD. This RSU Award represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice, or a cash equivalent, as modified to reflect any Capitalization Adjustment, and subject to your satisfaction of the conditions set forth in the RSU Award Agreement (the “Restricted Stock Units”). The Restricted Stock Units will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets. Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the Plan and the provisions of Section 4 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your RSU Award.

3. VESTING. Your Restricted Stock Units will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, subject to the provisions contained herein and the terms of the Plan. Vesting will cease upon the termination of your Continuous Service. Except as provided in this Section 3, in the event of the termination of your Continuous Service for any reason, all unvested Restricted Stock Units will immediately and automatically be cancelled and forfeited.

4. DIVIDENDS. You may become entitled to receive payments equal to any cash dividends, dividend equivalents, and other distributions paid with respect to a corresponding number of shares of Common Stock to be issued in respect of the Restricted Stock Units covered by your RSU Award. Any such dividends, dividend equivalents, or distributions shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Units and shall be paid at the same time and form that the corresponding shares of Common Stock are issued in respect of your vested Restricted Stock Units, provided, however that to the extent any dividends, dividend equivalents, or distributions are paid in shares of Common Stock, then you will automatically be granted a corresponding number of additional Restricted Stock Units subject to the RSU Award (the “Dividend Units”), and further provided that such Dividend Units shall be subject to the same forfeiture restrictions and restrictions on transferability, and same timing requirements for issuance of shares of Common Stock, as apply to the Restricted Stock Units subject to the RSU Award with respect to which the Dividend Units relate.

5. WITHHOLDING OBLIGATIONS. As further provided in Section 8 of the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by the Company. Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any shares of Common Stock, or the cash equivalent, in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you of shares of Common Stock or it is determined after the delivery of shares of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

6. SETTLEMENT. You shall be entitled to receive (a) one whole share of Common Stock for each Restricted Stock Unit which vests at the time set forth in the Grant Notice, or (b) a cash payment equal to the product of the number of Restricted Stock Units which vest at the time set forth in the Grant Notice and the Fair Market Value of one share of Common Stock on such vesting date, or (c) a combination of the foregoing. Such payment shall be made in the form of whole shares of Common Stock, cash, or a combination of the foregoing at the Company’s discretion under the terms of the Plan on or as soon as practicable following the date of vesting, but in no event later than March 15 of the year following the year in which the date of vesting occurs.

7. DATE OF ISSUANCE. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock Units vests, to the extent such vested Restricted Stock Unit is settled using shares of Common Stock, the following provisions shall apply to the extent applicable at a vesting date when shares of Common Stock are registered under the Securities Act, unless otherwise determined by the Company. If:

then the shares that would otherwise be issued to you on the applicable vest date will not be delivered on such applicable vest date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market or on such other date determined by the Company, but in no event later than the Issuance Deadline.

The “Issuance Deadline” means (a) December 31 of the calendar year in which the applicable vest date occurs (that is, the last day of your taxable year in which the applicable vest date occurs), or (b) if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock issuable as a result of the applicable vest date under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

8. LOCK-UP PERIOD. By accepting your RSU Award, you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this Section 8 will prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 8. The underwriters of the Company’s shares of Common Stock are intended third party beneficiaries of this Section 8 and will have the right, power, and authority to enforce the provisions hereof as though they were a party hereto.

9. TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution.

10. CHANGE IN CONTROL. Your RSU Award is subject to the terms of any agreement governing a Change in Control involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities, and any contingent consideration. In the event of a Change in Control on or prior to the final vesting date of your RSU Award as provided in the Grant Notice, the Company, or the entity that is the surviving entity or successor to the Company following such transaction, may elect (a) to continue your RSU Award subject to the terms of this RSU Award Agreement and the Plan and subject to such adjustments, if any, by the Board as permitted by Section 6(a) of the Plan; (b) to substitute or replace your RSU Award with a substantially equivalent equity or equity-based award in the entity that is the surviving entity or successor to the Company; (c) to terminate this RSU Award and distribute shares of Common Stock (or the cash equivalent), equal to the amount that would have been attained upon realization of your rights as of the date of the occurrence of the Change in Control, within sixty (60) days following such Change in Control; provided, however, to the extent required by Section 409A of the Code, such distribution shall only be made if the Change in Control also satisfies the definition of “change in control event” as set forth in Treas. Reg. 1.409A-3(i)(5) and the distribution of shares of Common Stock is consistent with Treas. Reg. 1.409A-3(j)(4)(ix)(B); or (d) to implemental any combination of the foregoing. In the event that the Company or its successor chooses to terminate this RSU award and make a distribution as provided in clause (c) of the previous sentence (in which case the Change in Control is a “Vesting Change in Control”), the payment amount attributable to dividends and/or dividend equivalents as described in and determined pursuant to Section 3 shall be determined as if the date of the Vesting Change in Control were the vesting date and the number of shares of Common Stock (or the cash equivalent) to be delivered pursuant to Sections 5 and 6 shall be calculated as if the date of such Vesting Change in Control were the vesting date. In the event that the Company or its successor continues your RSU Award or substitutes or replaces your RSU Award with a substantially equivalent equity or equity-based award as provided in clauses (a) or (b) hereof, respectively, if your employment or service, as applicable, is terminated by the Company or the entity that is the surviving entity or successor to the Company for reasons other than Cause within twenty-four (24) months following a Change in Control, all Restricted Stock Units granted to you pursuant to this RSU Award which have not vested as of your date of termination shall become fully vested.

11. SECTION 409A; NO ADVICE; NO LIABILITY FOR TAXES. The vesting and settlement of Restricted Stock Units awarded pursuant to this RSU Award are intended to be exempt from Section 409A of the Code. The Board reserves the right, to the extent the Board deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that the Restricted Stock Units qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Restricted Stock Units will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these Restricted Stock Units. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan before taking any action related to the Plan. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.

12. SEVERABILITY. If any part of this RSU Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this RSU Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this RSU Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

13. OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b) (1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of [the Company’s Trading Policy]¹.

14. QUESTIONS. If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences, please see the Prospectus.

15. SHAREHOLDER RIGHTS. Subject to the restrictions imposed by this RSU Award Agreement and the Plan, you shall not have, with respect to the Restricted Stock Units covered by this RSU Award, any of the rights of a stockholder of the Company holding shares of Common Stock, including the right to vote any shares of Common Stock or the right to receive any cash dividends unless or until shares of Common Stock are delivered to you following vesting of the Restricted Stock Units as provided in the Grant Notice.

16. [RESTRICTIVE COVENANTS.²

[As a condition to the Company issuing or delivering any shares of Common Stock, or a cash equivalent, you will remain subject to and must continue to comply with Sections [●], [●], and [●] of your employment agreement dated [●].]

-OR-

[As a condition to the Company issuing or delivering any shares of Common Stock, or a cash equivalent, you hereby agree to the following restrictions and covenants:

The grant of the Restricted Stock Units and your agreement to the restrictive covenants in [[your employment agreement dated [●]] / [this Section 16]] are intended to be mutually dependent promises, and you agree to abide by the terms of such restrictive covenants as a condition of the Company’s grant of Restricted Stock Units to you. You acknowledge that your violation of any of such restrictive covenants would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, in the event the Company determines, in its sole judgment, that you have breached or threatened to breach the restrictive covenants, then, to the greatest extent permitted by Applicable Law, and in addition to any other remedies the Company may have against you for your breach of this RSU Award Agreement or any other agreement: (i) Restricted Stock Units that have not yet been settled (whether vested or unvested) shall immediately be cancelled; (ii) any cash payment made to you in respect of settlement of the Restricted Stock Units during the time period that is twelve (12) months prior to and twelve (12) months following your termination of Continuous Service shall be paid back to the Company in cash immediately upon demand; (iii) any shares of Common Stock issued upon settlement of the Restricted Stock Units during the time period that is twelve (12) months prior to and twelve (12) months following your termination of Continuous Service that have not yet been sold shall be forfeited back to the Company for no consideration; and (iv) if you received shares of Common Stock upon settlement of the Restricted Stock Units during the time period that is between twelve (12) months prior to and twelve (12) months following your termination of Continuous Service and subsequently sold the shares of Common Stock, you shall pay any gain represented by the Fair Market Value of the shares of Common Stock issued upon settlement of the Restricted Stock Units to the Company, in cash, without regard to any market price decrease or increase subsequent to the settlement of the Restricted Stock Units.]

17. CLAWBACK POLICY. Notwithstanding anything in this RSU Award Agreement to the contrary, you acknowledge and agree that this award of Restricted Stock Units under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

18. NO EMPLOYMENT RIGHTS. Neither the Plan nor this RSU Award Agreement shall confer upon you any right with respect to continuation of an employment or service relationship with the Company or its Subsidiaries or Affiliates, nor shall it interfere in any way with your right or the Company’s or its Subsidiaries’ or Affiliates’ rights to terminate your employment or service relationship at any time, with or without cause.

19. AMENDMENTS AND WAIVERS. No modification of or amendment to this RSU Award Agreement, nor any waiver of any rights under this RSU Award Agreement, shall be effective unless in writing signed by the parties to this RSU Award Agreement. No delay or failure to require performance of any provision of this RSU Award Agreement shall constitute a waiver of that provision as to that or any other instance. In accepting the Restricted Stock Units, you acknowledge that the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended, or terminated at any time; provided that, except for amendments and modifications made pursuant to and in accordance with Sections 10 or 11 hereof, no amendment or termination may, in the absence of written consent to the change by you, Materially Impair your rights under this RSU Award Agreement prior to the date such amendment or termination is adopted by the Board (or the Committee if applicable).

20. IMPOSITION OF OTHER REQUIREMENTS. The Company reserves the right to impose other requirements on your participation in the Plan and on any RSU Award or shares of Common Stock acquired under the Plan, to the extent the Company determines in the sole discretion of the Board that is necessary or advisable in order to comply with Applicable Law or facilitate the administration of the Plan. You agree to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

PROFICIENT AUTO LOGISTICS, INC.

RSU AWARD GRANT NOTICE

(2024 LONG-TERM INCENTIVE PLAN)

PROFICIENT AUTO LOGISTICS, INC. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2024 Long-Term Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement.

Participant: [●]

Date of Grant: [●]

Vesting Commencement Date: [●]

Number of Restricted Stock Units: [●]

Vesting Schedule: Subject to the Participant’s Continuous Service through each applicable vesting date, the RSU Award will vest as follows:

Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form authorized by the Company, you understand and agree that:

ATTACHMENTS: Restricted Stock Unit Award Agreement, 2024 Long-Term Incentive Plan

2024 LONG-TERM INCENTIVE PLAN

AWARD AGREEMENT (RSU AWARD)

As reflected by your RSU Award Grant Notice (“Grant Notice”) PROFICIENT AUTO LOGISTICS, INC. (the “Company”) has granted you an award of restricted stock units under its 2024 Long-Term Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement.” Defined terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable.

The general terms applicable to your RSU Award are as follows:

1. GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the Plan, including but not limited to the provisions in:

Your RSU Award is further subject to all interpretations, amendments, rules, and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control.

2. GRANT OF THE RSU AWARD. This RSU Award represents your right to be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice, or a cash equivalent, as modified to reflect any Capitalization Adjustment, and subject to your satisfaction of the conditions set forth in the RSU Award Agreement (the “Restricted Stock Units”). The Restricted Stock Units will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets. Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the Plan and the provisions of Section 4 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units covered by your RSU Award.

3. VESTING. Your Restricted Stock Units will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, subject to the provisions contained herein and the terms of the Plan. Vesting will cease upon the termination of your Continuous Service. Except as provided in this Section 3, in the event of the termination of your Continuous Service for any reason, all unvested Restricted Stock Units will immediately and automatically be cancelled and forfeited.

4. DIVIDENDS. You may become entitled to receive payments equal to any cash dividends, dividend equivalents, and other distributions paid with respect to a corresponding number of shares of Common Stock to be issued in respect of the Restricted Stock Units covered by your RSU Award. Any such dividends, dividend equivalents, or distributions shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Units and shall be paid at the same time and form that the corresponding shares of Common Stock are issued in respect of your vested Restricted Stock Units, provided, however that to the extent any dividends, dividend equivalents, or distributions are paid in shares of Common Stock, then you will automatically be granted a corresponding number of additional Restricted Stock Units subject to the RSU Award (the “Dividend Units”), and further provided that such Dividend Units shall be subject to the same forfeiture restrictions and restrictions on transferability, and same timing requirements for issuance of shares of Common Stock, as apply to the Restricted Stock Units subject to the RSU Award with respect to which the Dividend Units relate.

5. RESERVED.

6. SETTLEMENT. You shall be entitled to receive (a) one whole share of Common Stock for each Restricted Stock Unit which vests at the time set forth in the Grant Notice, or (b) a cash payment equal to the product of the number of Restricted Stock Units which vest at the time set forth in the Grant Notice and the Fair Market Value of one share of Common Stock on such vesting date, or (c) a combination of the foregoing. Such payment shall be made in the form of whole shares of Common Stock, cash, or a combination of the foregoing at the Company’s discretion under the terms of the Plan on or as soon as practicable following the date of vesting, but in no event later than March 15 of the year following the year in which the date of vesting occurs.

7. DATE OF ISSUANCE. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock Units vests, to the extent such vested Restricted Stock Unit is settled using shares of Common Stock, the following provisions shall apply to the extent applicable at a vesting date when shares of Common Stock are registered under the Securities Act, unless otherwise determined by the Company. If:

then the shares that would otherwise be issued to you on the applicable vest date will not be delivered on such applicable vest date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market or on such other date determined by the Company, but in no event later than the Issuance Deadline.

The “Issuance Deadline” means (a) December 31 of the calendar year in which the applicable vest date occurs (that is, the last day of your taxable year in which the applicable vest date occurs), or (b) if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock issuable as a result of the applicable vest date under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

8. LOCK-UP PERIOD. By accepting your RSU Award, you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this Section 8 will prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 8. The underwriters of the Company’s shares of Common Stock are intended third party beneficiaries of this Section 8 and will have the right, power, and authority to enforce the provisions hereof as though they were a party hereto.

9. TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not transferable, except by will or by the applicable laws of descent and distribution.

10. CHANGE IN CONTROL. Your RSU Award is subject to the terms of any agreement governing a Change in Control involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities, and any contingent consideration. In the event of a Change in Control on or prior to the final vesting date of your RSU Award as provided in the Grant Notice, the Company, or the entity that is the surviving entity or successor to the Company following such transaction, may elect (a) to continue your RSU Award subject to the terms of this RSU Award Agreement and the Plan and subject to such adjustments, if any, by the Board as permitted by Section 6(a) of the Plan; (b) to substitute or replace your RSU Award with a substantially equivalent equity or equity-based award in the entity that is the surviving entity or successor to the Company; (c) to terminate this RSU Award and distribute shares of Common Stock (or the cash equivalent), equal to the amount that would have been attained upon realization of your rights as of the date of the occurrence of the Change in Control, within sixty (60) days following such Change in Control; provided, however, to the extent required by Section 409A of the Code, such distribution shall only be made if the Change in Control also satisfies the definition of “change in control event” as set forth in Treas. Reg. 1.409A-3(i)(5) and the distribution of shares of Common Stock is consistent with Treas. Reg. 1.409A-3(j)(4)(ix)(B); or (d) to implemental any combination of the foregoing. In the event that the Company or its successor chooses to terminate this RSU award and make a distribution as provided in clause (c) of the previous sentence (in which case the Change in Control is a “Vesting Change in Control”), the payment amount attributable to dividends and/or dividend equivalents as described in and determined pursuant to Section 3 shall be determined as if the date of the Vesting Change in Control were the vesting date and the number of shares of Common Stock (or the cash equivalent) to be delivered pursuant to Sections 5 and 6 shall be calculated as if the date of such Vesting Change in Control were the vesting date. In the event that the Company or its successor continues your RSU Award or substitutes or replaces your RSU Award with a substantially equivalent equity or equity-based award as provided in clauses (a) or (b) hereof, respectively, if your employment or service, as applicable, is terminated by the Company or the entity that is the surviving entity or successor to the Company for reasons other than Cause within twenty-four (24) months following a Change in Control, all Restricted Stock Units granted to you pursuant to this RSU Award which have not vested as of your date of termination shall become fully vested.

11. SECTION 409A; NO ADVICE; NO LIABILITY FOR TAXES. The vesting and settlement of Restricted Stock Units awarded pursuant to this RSU Award are intended to be exempt from Section 409A of the Code. The Board reserves the right, to the extent the Board deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Agreement to ensure that the Restricted Stock Units qualify for exemption from or comply with Section 409A of the Code; provided, however, that the Company makes no representations that the Restricted Stock Units will be exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to these Restricted Stock Units. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of Common Stock. You are hereby advised to consult with your own personal tax, legal, and financial advisors regarding your participation in the Plan before taking any action related to the Plan. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the RSU Award and have either done so or knowingly and voluntarily declined to do so.

12. SEVERABILITY. If any part of this RSU Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this RSU Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this RSU Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

13. OTHER DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b) (1) promulgated under the Securities Act, which includes the Prospectus. In addition, you acknowledge receipt of [the Company’s Trading Policy]¹.

14. QUESTIONS. If you have questions regarding these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences, please see the Prospectus.

15. SHAREHOLDER RIGHTS. Subject to the restrictions imposed by this RSU Award Agreement and the Plan, you shall not have, with respect to the Restricted Stock Units covered by this RSU Award, any of the rights of a stockholder of the Company holding shares of Common Stock, including the right to vote any shares of Common Stock or the right to receive any cash dividends unless or until shares of Common Stock are delivered to you following vesting of the Restricted Stock Units as provided in the Grant Notice.

16. NO SERVICE RIGHTS. Neither the Plan nor this RSU Award Agreement shall confer upon you any right with respect to continuation of an employment or service relationship with the Company or its Subsidiaries or Affiliates, nor shall it interfere in any way with your right or the Company’s or its Subsidiaries’ or Affiliates’ rights to terminate your employment or service relationship at any time, with or without cause.

17. AMENDMENTS AND WAIVERS. No modification of or amendment to this RSU Award Agreement, nor any waiver of any rights under this RSU Award Agreement, shall be effective unless in writing signed by the parties to this RSU Award Agreement. No delay or failure to require performance of any provision of this RSU Award Agreement shall constitute a waiver of that provision as to that or any other instance. In accepting the Restricted Stock Units, you acknowledge that the Plan is established voluntarily by the Company, is discretionary in nature, and may be modified, amended, suspended, or terminated at any time; provided that, except for amendments and modifications made pursuant to and in accordance with Sections 10 or 11 hereof, no amendment or termination may, in the absence of written consent to the change by you, Materially Impair your rights under this RSU Award Agreement prior to the date such amendment or termination is adopted by the Board (or the Committee if applicable).

18. IMPOSITION OF OTHER REQUIREMENTS. The Company reserves the right to impose other requirements on your participation in the Plan and on any RSU Award or shares of Common Stock acquired under the Plan, to the extent the Company determines in the sole discretion of the Board that is necessary or advisable in order to comply with Applicable Law or facilitate the administration of the Plan. You agree to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Exhibit 10.3

PROFICIENT AUTO LOGISTICS, INC.

2024 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Proficient Auto Logistics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this 2024 Non-Employee Director Compensation Policy for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the compensation committee of the Board.

Annual Cash Compensation

The annual cash compensation amount of $50,000 is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal quarter, with the pro-rated amount paid on the last day of the first fiscal quarter in which the Eligible Director provides the service and regular full quarterly payments thereafter. All annual cash fees are vested upon payment.

The Company will reimburse all Eligible Directors for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in person participation at and attendance in Board and committee meetings; provided, that the Eligible Director timely submits to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.

Equity Compensation

The equity compensation set forth below will be granted under the Company’s 2024 Long-Term Incentive Plan (the “Plan”), subject to the approval of the Plan by the Company’s stockholders, in the form of RSU Awards (as defined in the Plan), to each Eligible Director annually in Common Stock in a value equal to $75,000, based on the Fair Market Value (as defined in the Plan) of the Common Stock on the date of the award or, in the case of the first award, the price to public of the Common Stock on the Effective Date.

The Common Stock awarded annually will vest in full on the first anniversary of the date of the grant, subject to the condition that the Common Stock awarded to Eligible Directors as equity compensation may not be sold unless such Eligible Director holds Common Stock equal to two times their annual compensation (based on the fair market value of the Common Stock) at the time of sale, excluding any Common Stock sold or withheld to pay taxes on a prior year’s compensation.

According to the Company’s Corporate Governance Guidelines, an Eligible Director is required to achieve the minimum ownership thresholds described above before the fifth anniversary of his or her initial election to the Board.

Non-Employee Director Compensation Limit

Notwithstanding the foregoing, the aggregate value of all compensation granted or paid, as applicable, to any individual for service as a Non-Employee Director (as defined in the Plan) shall in no event exceed the limits set forth in Section 4(d) of the Plan.

Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), by and between Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”) and Randy Beggs, an individual (“Executive”), is dated as of March 22 2024. Executive and the Company are each referred to as a “Party” and collectively, as the “Parties.”

WHEREAS, the Company, Proficient Auto Transport, Inc., a Florida corporation (“PAT”) and certain other parties have entered into a Stock Purchase Agreement dated as of December 21, 2023 (the “Purchase Agreement”) pursuant to which the Company will purchase all of the issued and outstanding equity securities of the PAT.

WHEREAS, the Company and PAT desire that the Company employ Executive following and contingent upon the closing of the transactions contemplated by the Purchase Agreement (the “Closing”) in the position of President & Chief Operating Officer of the Company, and a Director on the Company’s Board (defined below), and Executive desires to be employed by the Company in such capacity, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereto, intending to be legally bound, agree as follows:

1. Effective Date. This Agreement shall become effective upon the Closing (the “Effective Date”). If the Closing does not occur, this Agreement shall be null and void and without force or effect.

2. Term of Employment. The Company hereby agrees to employ Executive for an initial term of employment (the “Initial Term”) beginning on the Effective Date and ending on the third (3^rd) anniversary thereof, unless earlier terminated as provided in Section 5. The Initial Term shall be extended for successive one (1) year periods only by mutual written agreement at the end of the Initial Term or any Extension Term (each, an “Extension Term” and, collectively with the Initial Term, the “Employment Period”). During the Employment Period, Executive shall (i) devote his efforts and full business time and attention to the business and affairs of the Company and its subsidiaries and affiliates (collectively, with the Company, the “Company Group”); and (ii) endeavor to promote, advance and further the Company’s interests, including observance of and compliance with the Company’s rules and policies as adopted by the Company from time to time. Executive shall perform all assigned duties to the best of his abilities in a diligent, trustworthy, professional, businesslike and efficient manner.

3. Position and Duties. During the Employment Period, Executive will serve as the President & Chief Operating Officer of the Company, reporting to the Chief Executive Officer of the Company, and a Director on the Company’s Board (defined below). Executive shall have such authorities and powers as are inherent to the undertaking of this position and necessary to carry out the commensurate duties and responsibilities of the position, and responsibility for each of the Company’s subsidiaries, each of which will report to Executive. Notwithstanding the forgoing or any other provisions of this Agreement, Executive and Company understand and agree that the responsibilities and duties of Executive may change from time to time due to change in the nature, structure or needs of any of the Company Group’s businesses; provided such change does not materially reduce or increase Executive’s duties and responsibilities. A transfer of Executive’s employment or performance of services among the Company or any other members of the Company Group shall not be considered a termination of employment with the Company or the Company Group for purposes of this Agreement or a basis for a “Good Reason” termination (defined below), provided that there is no material diminution in Executive’s authority, Annual Base Salary, or responsibilities.

4. Compensation. Subject to the terms and conditions of this Agreement, during the Employment Period, Executive shall be compensated by the Company for services as follows:

(a) Annual Base Salary. Executive’s total annual salary shall be $500,000 (the “Annual Base Salary”), less applicable deductions, payable in approximately equal installments under the Company’s general payroll practices. The Board of Directors of the Company (the “Board”) or its Compensation Committee may review the Executive’s Annual Base Salary periodically, and may increase Executive’s Annual Base Salary in the sole discretion of the Board or its Compensation Committee.

(b) Annual Bonus. The Executive shall be eligible to earnf an annual performance bonus (the “Annual Bonus”) for each calendar year in either cash or shares (or a combination thereof) during the Employment Period. Each calendar year, the Board or its Compensation Committee shall determine the performance criteria and targets for such year; provided, however, that the performance criteria and targets for the initial year are set forth on Schedule 4(b) attached hereto. Payment of any Annual Bonus for a year shall be based on the satisfaction of the applicable performance criteria. To receive an Annual Bonus for a calendar year, the Executive must remain actively employed through the end of the calendar year, and must not have been given notice of the Company’s intent to terminate the Executive for “Cause” (as defined herein) prior to the end of the calendar year for which an Annual Bonus is earned by Executive. Any Annual Bonus for a calendar year shall be paid not later than March 15^th of the calendar year following the year to which such Annual Bonus relates. For the calendar year in which the Effective Date occurs, the Annual Bonus will be prorated based on the number of calendar days actually worked by the Executive for the Company in such calendar year.

(c) Benefits. Executive shall be provided with retirement, health, welfare and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to other similarly situated employees of the Company and as more particularly set forth in Schedule 4(c) attached hereto; provided, that nothing in this Agreement or in Schedule 4(c) will preclude the amendment or termination of such plans or programs. For the avoidance of doubt, except as expressly provided herein, Executive shall not be eligible for or entitled to any severance benefits.

(d) Holidays and Vacation. During the Employment Period, Executive shall be entitled to holidays and vacation in accordance with the policies of the Company applicable to other employees of the Company generally; provided, that Executive shall accrue at least ten (10) paid holidays and twenty-five (25) paid vacation days annually.

(e) Expenses. Executive shall have access to a Company credit card, and shall be reimbursed by the Company for reasonable documented out-of-pocket expenses for phone/IT allowance, home and phone wireless, home work station support, equipment and software, entertainment, travel (including first class/business travel), vehicle fuel and maintenance, meals, lodging (including choice of hotel within reason for a public company) and similar items, in each case consistent with the Company’s expense reimbursement policy, actually incurred by Executive while employed in the promotion of the Company’s or the Company Group’s business, or at the direction of the Company or Company Group. In addition, Executive shall receive a company car and/or car allowance, consistent with the Company’s expense reimbursement policy. Nothing in this Agreement will preclude the Company from amending or terminating its expense reimbursement policy, provided however, any such amendment or termination shall not be retroactively applied to deny a reimbursement for a reimbursable expense that had been incurred by Executive prior to the change in reimbursement policy but not yet reimbursed to Executive as of the date of the change in reimbursement policy by the Company.

(f) Equity Award. Subject to approval by the Board of the Company, Executive shall receive a one-time award of restricted stock or restricted stock units of the Company, with an initial value of $1,200,000 based on the value of the Company common stock as of the date of grant, which shall vest in three (3) equal annual installments on each of the first (1^st), second (2^nd) and third (3^rd) anniversaries of the date of grant subject to Executive’s continued employment, and which shall be subject to the terms and conditions set forth in the applicable plan and award/grant agreement. Additionally, in Executive’s capacity as an executive officer of the Company, Executive shall be subject to the Company’s stock ownership guidelines, which guidelines will be adopted by the Compensation Committee of the Board; provided that the multiple that will be applicable to Executive’s salary shall be no greater than 2x.

5. Rights and Payments Upon Termination.

(a) Executive’s right to benefits and payments, if any, upon the effective date of the termination of Executive’s employment with the Company and all other members of the Company Group (the “Termination Date”) shall be determined in accordance with this Section 5.

(b) Executive’s employment with the Company Group may be terminated (1) due to Executive’s death or Disability, (2) by the Company at any time, for any reason or no reason, with or without Cause (as defined below), (3) by Executive other than for Good Reason (as defined below), provided Executive provides the Company at least ninety (90) days prior written notice of his intention to terminate, (4) by Executive with Good Reason (as defined below), or (5) as a result of either party’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive without Good Reason). If Executive’s Termination Date occurs for any reason, Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any earned but unpaid Annual Bonus earned by Executive under Section 4(b) hereof for any calendar year ending prior to the Termination Date (to be paid not later than March 15^th of the calendar year following the year to which such Annual Bonus relates); (iii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iv) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i), (ii), (iii), and (iv) herein collectively referred to as “Accrued Payments”). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive any payments or benefits under this Agreement for periods after Executive’s Termination Date and the Company shall have no obligation to make any additional payments or provide any other benefits for periods after Executive’s Termination Date (except as may otherwise be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan).

(c) If Executive’s Termination Date occurs by reason of termination by the Company without Cause or termination by the Executive for Good Reason, in addition to the compensation and benefits provided under Section 5(b), Executive shall be entitled to receive one (1) year of Executive’s Annual Base Salary plus health, supplemental health, dental, and vision insurance (the “Severance Pay”). Such Severance Pay is contingent upon Executive executing a severance agreement, including a waiver and general release of claims, in form and substance reasonably satisfactory to the Company, and any applicable revocation period expiring prior to the date that is sixty (60) days following the Termination Date (the “Payment Date”). Provided that the release requirements set forth in the preceding sentence are satisfied as of the Payment Date, the Severance Pay shall be paid to Executive in substantially equal installments in accordance with the Company’s general payroll practices over the one (1) year period following Executive’s Termination Date; provided, however, that any payments that would otherwise be payable prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubt, if Executive’s Termination Date occurs for any reason other than by the Company without Cause or by the Executive for Good Reason, Executive will not be entitled to any Severance Pay.

(d) “Cause” means in the reasonable discretion of the Board: (i) Executive’s refusal, after receipt of written notice from the Company and a reasonable opportunity for Executive to cure such matter, to (A) perform Executive’s material duties and responsibilities as set forth herein or (B) to follow material lawful instructions issued by the Chief Executive Officer or the Board; (ii) Executive’s intentional and persistent refusal or failure to comply in any material respect with any written policies or procedures of the Company Group, after receipt of written notice from the Company and a reasonable opportunity for Executive to cure such failure; (iii) Executive’s willful or illegal misconduct; (iv) Executive’s engagement in any act or omission of willful misfeasance or willful nonfeasance with respect to Executive’s assigned duties, after receipt of written notice from the Company detailing Executive’s failure of such assigned duties and Executive’s failure to cure such failure; (v) Executive’s engagement in any act of theft, fraud, embezzlement, falsification of documents, misappropriation of funds or other assets or in any misconduct which is or reasonably may be damaging to the goodwill, business or reputation of the Company Group; (vi) Executive’s breach of a fiduciary duty to the Company Group and any of their affiliates; (vii) Executive’s conviction by a court of competent jurisdiction, or Executive’s pleading guilty or nolo contendere to, any felony or crime (A) involving moral turpitude or (B) that relates to, or has a material adverse effect on the business or reputation of, the Company Group; or (viii) Executive’s material breach of any of his obligations contained in any agreement between Executive and the Company Group, after receipt of written notice from the Company detailing Executive’s material breach and Executive’s failure to cure such breach.

(e) “Disability” means the Executive has been determined to be disabled under the Company’s long-term disability plan then in effect or, if none, “Disability” shall mean the Executive’s inability, due to physical or mental incapacity, to substantially perform the essential functions of his job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120) consecutive days. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company.

(f) “Good Reason” means without Executive’s consent, (i) a material diminution in the Executive’s Annual Base Salary (other than across-the-board reductions applied to similarly situated employees), (ii) a material, adverse change in the Executive’s authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law), (iii) any material breach by the Company of any material provision of this Agreement, or (iv) Executive’s relocation to a location not within fifty (50) miles of Executive’s present office or job location, except for that a relocation shall not include (A) required travel on the Company Group’s business, (B) Executive working remotely or (C) any member of the Company Group requiring Executive to report to the office within Executive’s principal place of employment (instead of working remotely); provided, however, that Executive’s right to terminate for Good Reason shall apply only if (x) within thirty (30) days following the occurrence of any of the events set forth herein, Executive provides delivered notice to the Company the condition giving rise to Good Reason and Executive’s intent to terminate for Good Reason, (y) such condition is not cured by the Company within thirty (30) days after receipt of such written notice, and (z) Executive terminates employment within thirty (30) days after the expiration of the applicable cure period.

(g) After-Acquired Evidence. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that Executive is eligible to receive the Severance Pay pursuant to Section 5(c) but, after such determination, the Company subsequently acquires evidence or determines that Executive has failed to abide by the terms of the restrictive covenants herein or any other post-employment obligations that Executive may owe to any member of the Company Group, then the Company shall have the right to, upon written notice to Executive, cease the payment of any future installments of the Severance Pay and Executive shall promptly return to the Company the pre-tax value of all installments of the Severance Pay received by Executive prior to the date that the Company determines that the conditions of this Section 5(g) have been satisfied.

6. Covenants; Confidentiality.

(a) Generally. In connection with Executive’s employment, Executive will be entrusted with knowledge of the Company Group’s confidential and proprietary information and trade secrets, including their businesses, product information, operational methods, technology, customer lists and strategy. The Company Group wishes to protect the forgoing information through the restrictions and covenants specified herein. Executive recognizes that such information of the Company Group requires protection, and Executive is willing to protect such information through the restrictions and covenants specified herein.

(b) Non-Competition. During the term of Executive’s employment with the Company and for twenty-four (24) months after the Termination Date (the “Restricted Period”), Executive shall not, and shall not permit any others on his behalf to, directly or indirectly, own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business that competes with the Company Group, other than as a sub-hauler, or moving two (2) vehicles or less on a trailer (the “Business,” and each competitor, a “Competitive Business”) in any state within the United States or any other jurisdiction in which the Executive actively worked during the Restricted Period (the “Restricted Territory”), it being acknowledged by Executive that the Business has been conducted or is proposed to be conducted throughout such geographic area and the restrictions imposed in such geographic restriction during the Restricted Period are reasonable and necessary to protect the value and goodwill of the Company Group and the Business following the termination of Executive’s employment.

(c) Non-Solicitation. During the Restricted Period, Executive shall not, and shall not permit any others on his behalf to, directly or indirectly:

(1) (A) solicit any customer, vendor, supplier, licensor, licensee, distributor or other business relationship of the Company Group in relation to the Business, on behalf of a Competitive Business, (B) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, distributor or other business relation of the Company Group to cease doing business with the Company Group in relation to the Business, or (C) in any way interfere with the relationship between the Company Group in relation to the Business with any customer, vendor, supplier, licensor, licensee, distributor or other business relation of the Company Group with respect to the Business; or

(2) (A) solicit or recruit, or attempt to solicit or recruit, any officer, employee, representative, or agent of the Company Group (or any such person who was an officer, employee, representative, or agent of the Company Group during the six (6) month period prior to the date of the solicitation) to leave the employ of the Company Group, or (B) hire any such individual, unless such individual was terminated by Company Group at Company Group’s discretion.

(d) Non-Disparagement. The Board and Executive acknowledge and agree that they will not at any time knowingly publish or communicate to any person any disparaging remarks, comments or statements concerning the Company Group or the Executive, respectively, in any way that would reasonably be understood to adversely affect the goodwill or impugn the reputation of the other. Notwithstanding the foregoing, nothing in this Section 6(d) shall preclude the Executive and the Board from (l) providing truthful testimony obtained through court order, deposition, subpoena or similar legal process, (2) providing any truthful information pursuant to investigation by any governmental authority, (3) providing any truthful information pursuant to any claim by any Party under this Agreement or any other agreement to which the Company, on the one hand, and the Executive, on the other hand, are parties, (4) providing truthful statements to enforce the Executive’s or Company Group’s respective rights under any agreement between the Company Group, on the one hand, and the Executive, on the other hand, or (5) privately discussing any matter with the Executive’s or Company Group’s respective accountants, attorneys and/or spouse.(subject to their agreement to maintain such information as confidential).

(e) Confidential Information. Executive acknowledges and agrees that the Confidential Information is the property of the Company Group. Accordingly, except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that Executive has express authorization from the Company Group to do otherwise, Executive will keep secret and confidential indefinitely all Confidential Information and not disclose such Confidential Information, either directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity, or use it in any way. For purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to any member(s) of the Company Group which Executive learns through the Executive’s employment with the Company, whether or not a trade secret within the meaning of applicable law, including but not limited to: (1) new products and new product development; (2) marketing strategies and plans, market experience with products, and market research; (3) formulas, research in progress and unpublished manuals or know how devices, methods, techniques, processes and inventions; (4) regulatory filings and communications; (5) identity of and relationship with licensees, licensors or suppliers; (6) finances, financial information and financial management systems; (7) technological and engineering data; (8) customer lists and identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (9) development, expansion and business strategies, pricing strategies, plans and techniques; (10) computer programs; (11) research and development activities; (12) litigation and pending litigation; (13) Work Product (as defined below); (14) personnel information; and (15) any other information or documents which Executive knows or should know is proprietary or confidential. Executive understands and agrees that Confidential Information includes information developed by Executive in the course of his employment with the Company as if the Company furnished the same Confidential Information to Executive in the first instance.

(f) Requests. To the extent that any court or agency seeks to have Executive disclose Confidential Information, and to the extent allowed by law, Executive shall promptly inform the Company, and Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that Executive obtains information on behalf of the Company Group that may be subject to attorney-client privilege as to any member(s) of the Company Group’s attorneys, Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(g) Trade Secrets. In compliance with 18 U.S.C. § 1833(b) (“Section 1833(b)(l)”), as established by the Defend Trade Secrets Act of 2016, Executive is given notice of the following immunities listed in Sections 1833(b)(l) and (2) (Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing): (1) IMMUNITY. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

(h) Return of Property. Upon the Termination Date or at the Company’s earlier request, Executive will promptly return to the Company any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to any of the businesses of the Company Group obtained by Executive during his employment with any member(s) of the Company Group. Executive further agrees to deliver to the Company, at its request, any computers in Executive’s possession or control which have contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computers has been delivered to the Company.

(i) Cooperation in Certain Matters. Executive agrees that, during the Employment Period and after the Termination Date, Executive will reasonably cooperate with the Company in any current or future or potential legal, business or other matters in any reasonable manner as the Company may request, including but not limited to meeting with and fully answering the questions of the Company or its representatives or agents, and in any legal matter testifying and preparing to testify at any deposition or trial; provided, however, that this Section 6(i) shall not apply with respect to any claims made against Executive arising out of this Agreement. The Company agrees to compensate Executive for any reasonable expenses incurred as a result of such cooperation. Should Executive be compelled to testify, nothing in this Agreement is intended or shall prohibit Executive from providing complete and truthful testimony.

(j) Work Product. Executive agrees that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports and all similar or related information which relates to any member of the Company Group’s actual or anticipated businesses, research and development or existing or future products or services and which are conceived, developed or made, in whole or in part, by the Executive while employed by any member(s) of the Company Group (“Work Product”) belong to the Company Group. Executive shall promptly inform the Company of such Work Product, and shall execute such assignments as the Company or other member(s) of the Company Group may request to transfer to the Company or other member(s) of the Company Group the benefits of the Work Product, in whole or in part, or conceived by Executive either alone or with others, which result from any work which Executive may do for or at the request of the Company or any other member(s) of the Company Group, whether or not conceived by Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Termination Date. Executive shall assist the Company, any other member(s) of the Company Group, or its respective nominee to obtain patents, trademarks and service marks and Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company Group the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company Group. Executive shall deliver to the Company all sketches drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(k) Disclosures. This Agreement shall not in any way prevent Executive from cooperating with any investigation by any federal, state or local governmental agency. Nothing in this Agreement prohibits Executive from reporting possible violations of applicable law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation.

7. Code Section 409A. The intent of the Parties is that payments and benefits under the Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted the Agreement shall be interpreted to be in compliance therewith or exempt therefrom. To the extent any such cash payment or continuing benefit payable upon Executive’s termination of employment is nonqualified deferred compensation subject to Code Section 409A, then, only to the extent required by Code Section 409A, such payment or continuing benefit shall not commence until the date that is six (6) months after the date of separation from service. All references in this Agreement to Executive’s termination of employment shall mean a “separation from service” within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h)(1)(ii). Any series of payments hereunder shall be considered a series of separate payments for purposes of Code Section 409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). The preceding shall not be construed as a guarantee of any particular tax effect or indemnity for Executive’s compensation and benefits, and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Code Section 409A.

8. No Conflict. Executive represents that Executive is not a party to any agreement with any third party containing a non-competition provision or other restriction that would prohibit or restrict Executive’s employment with the Company or any part of the services that Executive provides to the Company, the Company Group or their respective clients. Moreover, Executive represents that Executive is not limited by any court order or other legal obligation from performing any assigned duties for the Company or the Company Group and Executive has no rights that may conflict with the interests of the Company or the Company Group or with Executive’s obligations hereunder.

9. Change of Title, Duties. Except as otherwise set forth herein and subject to the terms hereof, if, at any time, Executive’s title or duties are changed by the Company, or Executive is transferred to employment with any other member of the Company Group, this Agreement will continue in full force and effect, unless terminated as provided for herein.

10. Validity. If any one or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

11. Reasonableness of Restrictions/Injunctive Relief.

(a) Executive acknowledges that his rights to disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Company and the Company Group and that, in the event Executive’s employment with the Company terminates for any reason, Executive will be able to earn a livelihood without violating the foregoing restrictions. Executive acknowledges that the restrictions cited herein are reasonable and necessary for the protection of the Company’s and the Company Group’s legitimate business interests.

(b) Executive acknowledges that because the services to be rendered by Executive are of a special, unique and extraordinary character and because, in connection with such services, Executive has access to Confidential Information and Work Product vital to the Company’s and the Company Group’s business, money damages would be an inadequate remedy for any breach of this Agreement. By reason of this, Executive consents and agrees that in the event of a breach or threatened breach of this Agreement by Executive, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction (without posting a bond or other security) restraining Executive from committing or continuing any such violation of this Agreement, including, without limitation, restraining Executive from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Company. Executive acknowledges that damages at law would not be an adequate remedy for violation of this Agreement, and Executive therefore agrees that the provisions may be specifically enforced against Executive in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

12. Withholding. All compensation payable under this Agreement shall be subject to customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee and the amount of compensation payable hereunder shall be reduced appropriately to reflect the amount of any required withholding. The Company shall have no obligation to make any payments to Executive or to make Executive whole for the amount of any required taxes.

13. Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by purchase of membership interests, merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of the Company. Executive agrees that the Company may assign its rights and obligations under this Agreement. Executive may not assign this Agreement.

14. Nonalienation. The interests of Executive under this Agreement are not subject to the claims of his creditors, other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

15. Notification. Executive shall notify all future employers of the existence of Section 6 of this Agreement and the terms hereof, to the extent then still in effect. Executive will also provide the Company with information the Company may from time to time request to determine Executive’s compliance with the terms of this Agreement. Executive hereby authorizes the Company to contact Executive’s future employers and other parties with whom Executive has engaged or may engage in any business relationship to determine Executive’s compliance with this Agreement and to communicate the contents of this Agreement to such employers and parties.

16. Right of Set Off. In the event of a breach by Executive of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time (and Executive hereby agrees to execute any necessary documents consenting to such authorization), to the fullest extent permitted by law, and after ten (10) days prior written notice to Executive, to set-off and apply any and all amounts at any time held by the Company on behalf of Executive under this Agreement and all indebtedness at any time owing by the Company to Executive against any and all of the obligations of Executive now or hereafter existing.

17. Governing Law. In the event of any dispute arising under this Agreement, it is agreed that the laws of the State of Florida shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance or execution thereof.

18. Enforcement. The Parties hereby submit to the jurisdiction and venue of any state or federal court located within the City of Jacksonville in the State of Florida for resolution of any and all claims, causes of action or disputes arising out of, related to or concerning this Agreement and agree that services by registered mail to the addresses set forth below shall constitute sufficient service of process for any such action. If any Party is required to seek enforcement of any of the provisions of this Agreement, the Party bringing the action will be entitled to recover from the other Party(ies) its reasonable attorneys’ fees plus costs and expenses as to any issues on which it prevails.

19. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile, portable document format (a/k/a “.pelf’) or other electronic transmission, provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a Party may designate by notice to the other Parties):

20. Waiver of Breach. The waiver by either the Company or Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or Executive. Continuation of payments hereunder by the Company following a breach by Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

21. Survival of Agreement. Except as otherwise expressly provided in this Agreement, the rights and obligations of the Parties to this Agreement shall survive the termination of Executive’s employment with the Company.

22. Acknowledgment by Executive. Executive represents to the Company that he or she is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that or he or she has read this Agreement and that he or she understands its terms. Executive acknowledges that, before assenting to the terms of this Agreement, Executive has been given a reasonable time to review it, to consult with counsel of his choice, and to negotiate at arm’s-length with the Company as to the contents.

23. Other Agreements and Modification. This Agreement constitutes the sole and complete Agreement between the Company and Executive and supersedes all other agreements, both oral and written, between the Company and Executive with respect to the matters contained herein, including the agreement between the Executive and the Company, dated November 30, 2023, which did not take effect, and is null and void. No verbal or other statements, inducements, or representations have been made to or relied upon by Executive. This Agreement may only be amended or cancelled by written mutual agreement executed by the Parties. The Parties have read and understand this Agreement.

24. Ambiguities. This Agreement has been negotiated at arms-length between persons knowledgeable in the matters dealt with herein. In addition, each Party has been represented by experienced and knowledgeable legal counsel. Accordingly, the Parties agree that neither the Company nor Executive is the drafting Party and that any rules of law or any other statutes, legal decisions or common law principles of similar effect that require interpretation of any ambiguities in this Agreement against the Party that has drafted it are of no application and are hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intentions of the Parties.

25. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original instrument and all of which together shall constitute a single instrument. Execution and delivery of this Agreement by electronic exchange bearing the copies of a Party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such Party. Such electronic copies shall constitute enforceable original documents.

* * * * *

IN WITNESS WHEREOF, Executive has hereunto set his hand, and the Company has caused these presents to be executed in their names and on their behalf, as of the date above first written.

[Signature page to Beggs Employment Agreement]

IN WITNESS WHEREOF, Executive has hereunto set his hand, and the Company has caused these presents to be executed in their names and on their behalf, as of the date above first written.

[Signature page to Beggs Employment Agreement]

Schedule 4(b)

Annual Bonus

Schedule 4(c)

Benefits

Exhibit 10.5

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), by and between Proficient Auto Logistics, Inc., a Delaware corporation (the “Company”, or “PAL”) and Brad Wright, an individual (“Executive”), is dated as of November 30, 2023. Executive and the Company are each referred to as a “Party” and collectively, as the “Parties”.

WHEREAS, the Company and PAL desire that the Company employ Executive in the position of the Chief Financial Officer of the Company, and Executive desires to be employed by the Company in such capacity, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows:

1. Effective Date. This Agreement shall become effective upon the day that an initial public offering of the Company (the “IPO”) is priced and closed. (the “Effective Date”).

2. Term of Employment. The Company hereby agrees to employ Executive for an initial term of employment (the “Initial Term”) beginning on the Effective Date and ending on the third (3rd) anniversary thereof, unless earlier terminated as provided in Section 5. The Initial Term shall be extended for successive one (1) year periods only by mutual written agreement at the end of the Initial Term or any Extension Term (each, an “Extension Term” and, collectively with the Initial Term, the “Employment Period”). During the Employment Period, Executive shall (i) devote his efforts and full business time and attention to the business and affairs of the Company and its subsidiaries and affiliates (collectively, with the Company, the “Company Group”); and (ii) endeavor to promote, advance and further the Company’s interests, including observance of and compliance with the Company’s rules and policies as adopted by the Company from time to time. Executive shall perform all assigned duties to the best of his abilities in a diligent, trustworthy, professional, businesslike and efficient manner.

3. Position and Duties. During the Employment Period, Executive will serve as the Chief Financial Officer (“CFO”) of the Company, reporting to the Chief Executive Officer (“CEO”) of the Company. Executive shall have such authorities and powers as are inherent to the undertaking of this position and necessary to carry out the commensurate duties and responsibilities of the position. Notwithstanding the foregoing or any other provisions of this Agreement, Executive and the Company understand and agree that the responsibilities and duties of Executive may change from time to time due to changes in the nature, structure or needs of any of the Company Group’s businesses; provided such change does not materially reduce or increase Executive’s duties and responsibilities. A transfer of Executive’s employment or performance of services among the Company or any other members of the Company Group shall not be considered a termination of employment with the Company or the Company Group for purposes of this Agreement or a basis for a “Good Reason” termination (defined below), provided that there is no material diminution in Executive’s authority, Annual Base Salary, or responsibilities.

4. Compensation. Subject to the terms and conditions of this Agreement, during the Employment Period, Executive shall be compensated by the Company for services as follows:

(a) Annual Base Salary. Executive’s total annual salary shall be $375,000 (the “Annual Base Salary”), less applicable deductions, payable in approximately equal installments under the Company’s general payroll practices. The CEO and the Board of Directors (the “Board”) may review the Executive’s Annual Base Salary periodically and may increase Executive’s Annual Base Salary in the sole discretion of the CEO.

(b) Annual Bonus. The Executive shall be eligible to earn an annual performance bonus (the “Annual Bonus”) for each calendar year in either cash or shares (or a combination thereof) during the Employment Period. Each calendar year, the Board or its Compensation Committee shall determine the performance criteria and targets for such year, provided; however, that the performance criteria and targets for the initial year are set forth on Schedule 4(h) attached herein. Payment of any Annual Bonus for a year shall be based on the satisfaction of the applicable performance criteria. To receive an Annual Bonus for a calendar year, the Executive must remain actively employed through the end of the calendar year, and must not have been given notice of the Company’s intent to terminate the Executive for “Cause” (as defined herein) prior to the end of the calendar year for which an Annual Bonus is earned by Executive. Any Annual Bonus for a calendar year shall be paid not later than March 15th of the calendar year following the year to which such Annual Bonus relates. For the calendar year in which the Effective Date occurs, the Annual Bonus will be prorated based on the number of calendar days actually worked by the Executive for the Company in such calendar year.

(c) Transaction Success Bonus. In recognition of the significant investment by the Executive of time and professional expertise to ensure the successful closing of the IPO, a Transaction Success Bonus in the amount of $75,000 will be paid in cash, less all applicable tax withholdings, not more than thirty (30) days after the closing of the IPO. To receive the Transaction Success Bonus, the Executive must remain actively employed by the Company through the payment date for such Transaction Success Bonus.

(d) Benefits. Executive shall be provided with retirement, health, welfare and other fringe benefits to the same extent and on the same terms as those benefits are provided by the Company from time to time to other similarly situated employees of the Company and as more particularly set forth in Schedule 4(c) attached hereto; provided, that nothing in this Agreement or in Schedule 4(c) will preclude the amendment or termination of such plans or programs. For the avoidance of doubt, except as expressly provided herein, Executive shall not be eligible for or untitled to any severance benefits.

(e) Holidays and Vacation. During the Employment Period, Executive shall be entitled to holidays and vacation in accordance with the policies of the Company applicable to other employees of the Company generally; provided that Executive shall have at least ten (10) paid holidays and twenty (20) paid vacation days.

(f) Expenses. Executive shall have access to a Company credit card, and shall be reimbursed by the Company, on terms and conditions that are substantially similar to those applicable to other similarly situated employees of the Company, for reasonable documented out-of-pocket expenses for entertainment, travel, meals, lodging and similar items, in each case consistent with the Company’s expense reimbursement policy, actually incurred by Executive while employed in the promotion of the Company’s or the Company Group’s business, or at the direction of the Company or Company Group. In addition, the Executive will be paid a travel expense stipend of $2,500 per month to contribute to commuting and remote housing expense to be incurred by Executive. Nothing in this Agreement will preclude the Company from amending or terminating its expense reimbursement policy, provided however, any such amendment or termination shall not be retroactively applied to deny a reimbursement for a reimbursable expense that had been incurred by Executive prior to the change in reimbursement policy but not yet reimbursed to Executive as of the date of the change in reimbursement policy by the Company.

(g) Equity Award. Subject to approval by the Board of the Company, Executive shall receive a one-time award of restricted stock or restricted stock units of the Company, with an initial value of $1,325,000 based on the value of the Company common stock as of the date of the grant, which shall vest in three (3) equal annual installments on each of the first (l^st), second (2^nd) and third (3^rd) anniversaries of the date of grant subject to Executive’s continued employment, and which shall be subject to the terms and conditions set forth in the applicable plan and award/grant agreement.

5. Rights and Payments Upon Termination.

(a) Executive’s right to benefits and payments, if any, upon the effective date of the termination of Executive’s employment with the Company and all other members of the Company Group (the “Termination Date”) shall be determined in accordance with this Section 5.

(b) Executive’s employment with the Company Group may be terminated (1) due to Executive’s death or Disability, (2) by the Company at any time, for any reason or no reason, with or without Cause (as defined below), (3) by Executive other than for Good Reason (as defined below), provided Executive provides the Company at least ninety (90) days prior written notice of his intention to terminate, (4) by Executive with Good Reason (as defined below), or (5) as a result of either party’s non-extension of the Employment Period (which, for the avoidance of doubt, shall not be considered a termination by the Company without Cause or a termination by Executive without Good Reason). If Executive’s Termination Date occurs for any reason, Executive shall be entitled to: (i) any unpaid Annual Base Salary under Section 4(a) hereof for any period prior to the Termination Date; (ii) any accrued but unpaid benefits under Section 4(c) hereof for any period prior to the Termination Date; and (iii) any accrued but unused vacation under Section 4(d) for any period prior to the Termination Date to the extent provided for under the Company’s policies (with (i), (ii) and (iii) herein collectively referred to as “Accrued Payments”)). Except as set forth in Section 5(c) below or as otherwise expressly set forth herein, Executive shall not be entitled to receive any payments or benefits under this Agreement for periods after Executive’s Termination Date and the Company shall have no obligation to make any additional payments or provide any other benefits for periods after Executive’s Termination Date (except as may otherwise be required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, other applicable law or the express terms of an employee benefit plan).

(c) If Executive’s Termination Date OCCUrs by reason of termination by the Company without Cause or termination by the Executive for Good Reason, in addition to the compensation and benefits provided under Section 5(b), Executive shall be entitled to receive twelve (12) months of Executive’s Annual Base Salary (the “Severance Pay”). Such Severance Pay is contingent upon Executive executing a severance agreement, including a waiver and general release of claims, in form and substance reasonably satisfactory to the Company and the Executive, and any applicable revocation period expiring prior to the date that is sixty (60) days following the Termination Date (the “Payment Date”). Provided that the release requirements set forth in the preceding sentence are satisfied as of the Payment Date, the Severance Pay shall be paid to Executive in substantially equal installments in accordance with the Company’s general payroll practices over the twelve (12) month period following Executive’s Termination Date; provided, however, that any payments that would otherwise be payable prior to the Payment Date shall be accumulated and paid on the first payroll date following the Payment Date. For the avoidance of doubt, if Executive’s Termination Date occurs for any reason other than by the Company without Cause or by the Executive for Good Reason, Executive will not be entitled to any Severance Pay.

(d) “Cause” means in the reasonable discretion of the Company: (i) Executive’s refusal, after receipt of written notice from the Company and a reasonable opportunity for Executive to cure such matter, to (A) perform Executive’s material duties and responsibilities as set forth herein or (B) to follow material lawful instructions issued by the Company; (ii) Executive’s intentional and persistent refusal or failure to comply in any material respect with any written policies or procedures of the Company Group, after receipt of written notice from the Company and a reasonable opportunity for Executive to cure such failure; (iii) Executive’s willful or illegal misconduct; (iv) Executive’s engagement in any act or omission of willful misfeasance or willful nonfeasance with respect to Executive’s assigned duties; (v) Executive’s engagement in any act of theft, fraud, embezzlement, falsification of documents, misappropriation of funds or other assets or in any misconduct which is or reasonably may be damaging to the goodwill, business or reputation of the Company Group; (vi) Executive’s breach of a fiduciary duty to the Company Group and any of their affiliates; (vii) Executive’s conviction by a court of competent jurisdiction of, or Executive’s pleading guilty or nolo contendere to, any felony or crime (A) involving moral turpitude or (B) that relates to, or has a material adverse effect on the business or reputation of, the Company Group; or (viii) Executive’s material breach of any of his obligations contained in any agreement between Executive and the Company Group.

(e) “Disability” means the Executive has been determined to be disabled under the Company’s long-term disability plan then in effect.

(f) “Good Reason” means without Executive’s consent. (i) a material diminution in the Executive’s Annual Base Salary (other than across-the-board reductions applied to similarly situated employees), (ii) a material, adverse change in the Executive’s authority, duties, or responsibilities (other than temporarily while the Executive is physically or mentally incapacitated or as required by applicable law), (iii) any material breach by the Company or any material provision of this Agreement, or (iv) Executive’s relocation to a location not within fifty (50) miles of Executive’s present office or job location, except for that a relocation shall not include (A) required travel on the Company Group’s business, or (B) Executive working remotely; provided, however, that Executive’s right to terminate for Good Reason shall apply only if (x) within thirty (30) days following the occurrence of any of the events set forth herein, Executive provides delivered notice to the Company the condition giving rise to Good Reason and Executive’s intent to terminate for Good Reason, (y) such condition is not cured by the Company within thirty (30) days after receipt of such written notice, and (z) Executive terminates employment within thirty (30) days after the expiration of the applicable cure period.

(g) After-Acquired Evidence. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that Executive is eligible to receive the Severance Pay pursuant to Section 5(c) but, after such determination, the Company subsequently acquires evidence or determines that Executive has failed to abide by the terms of the restrictive covenants herein or any other post-employment obligations that Executive may owe to any member of the Company Group, then the Company shall have the right to, upon written notice to Executive, cease the payment of any future installments of the Severance Pay and Executive shall promptly return to the Company the pre-tax value of all, installments of the Severance Pay received by Executive prior to the date that the Company determines that the conditions of this Section 5(g) have been satisfied.

6. Covenants; Confidentiality.

(a) Generally. In connection with Executive’s employment. Executive will be entrusted with knowledge of the Company Group’s confidential and proprietary information and trade secrets, including their businesses, product information, operational methods, technology, customer lists and strategy. The Company Group wishes to protect the forgoing information through the restrictions and covenants specified herein. Executive recognizes that such information of the Company Group requires protection, and Executive is willing to protect such information through the restrictions and covenants specified herein.

(b) Non-Competition. During the term of Executive’s employment with the Company and for twenty four (24) months after the Termination Date (the “Restricted Period”), Executive shall not, and shall not permit any others on his behalf to, directly or indirectly, own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business that competes with the Company Group, other than as a sub-hauler, or moving two (2) vehicles or less on a trailer (the “Business,” and each competitor, a “Competitive Business”) in any state within the United States or any other, jurisdiction in which the Executive actively worked during the Restricted Period (the “Restricted Territory”), it being acknowledged by Executive that the Business has been conducted or is proposed to be conducted throughout such geographic area and the restrictions imposed in such geographic restriction during the Restricted Period are reasonable and necessary to protect the value and goodwill of the Company Group and the Business following the termination of Executive’s employment.

(c) Non-Solicitation. During the Restricted Period, Executive shall not, and shall not permit any others on his behalf to, directly or indirectly:

(1) (A) solicit any customer, vendor, supplier, licensor, licensee, distributor or other business relationship of the Company Group in relation to the Business, on behalf of a Competitive Business, (B) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, distributor or other business relation of the Company Group to cease doing business with the Company Group in relation to the Business, or (C) in any way interfere with the relationship between the Company Group in relation to the Business with any customer, vendor, supplier, licensor, licensee, distributor or other business relation of the Company Group with respect to the Business; or

(2) (A) solicit or recruit, or attempt to solicit or recruit, any officer, employee, representative, or agent or the Company Group (or any such person who was an officer, employee, representative, or agent of the Company Group during the six (6) month period prior to the date of the solicitation) to leave the employ of the Company Group, or (B) hire any such individual.

(d) Non-Disparagement. The CEO and the Board and Executive acknowledge and agree that they will not at any time knowingly publish or communicate to any person any disparaging remarks, comments or statements concerning the Company Group or the Executive, respectively, in any way that would reasonably be understood to adversely affect the goodwill or impugn the reputation of the other. Notwithstanding the foregoing, nothing in this Section 6(d) shall preclude the Executive or the CEO and the Board from (1) providing truthful testimony obtained through court order, deposition, subpoena or similar legal process, (2) providing any truthful information pursuant to investigation by any governmental authority, (3) providing any truthful information pursuant to any claim by any Party under this Agreement or any other agreement to which the Company, on the one hand, and the Executive, on the other hand, are parties, (4) providing truthful statements to enforce the Executive’s or Company Group’s respective rights under any agreement between the Company Group, on the one hand, and the Executive, on the other hand, or (5) privately discussing any matter with the Executive’s or Company Group’s respective accountants, attorneys and/or spouse (subject to their agreement to maintain such information as confidential).

(e) Confidential Information. Executive acknowledges and agrees that the Confidential Information is the property of the Company Group. Accordingly, except as may be required by applicable law or the lawful order of a court or regulatory body, or except to the extent that Executive has express authorization from the Company Group to do otherwise, Executive will keep secret and confidential indefinitely all Confidential Information and not disclose such Confidential Information, either directly or indirectly, in any capacity whatsoever, either on his own behalf or on behalf of any other person or entity, or use it in any way. For purposes of this Agreement, “Confidential Information” means all non-public information, observations or data relating to any member(s) of the Company Group which Executive learns through the Executive’s employment with the Company, whether or not a trade secret within the meaning of applicable law, including but not limited to: (1) new products and new product development; (2) marketing strategies and plans, market experience with products, and market research; (3) formulas, research in progress and unpublished manuals or know how devices, methods, techniques, processes and inventions; (4) regulatory filings and communications; (5) identity of and relationship with licensees, licensors or suppliers; (6) finances, financial information and financial management systems; (7) technological and engineering data; (8) customer lists and identities of and information concerning customers, vendors and suppliers and prospective customers, vendors and suppliers; (9) development, expansion and business strategies, pricing strategies, plans and techniques; (10) computer programs; (11) research and development activities; (12) litigation and pending litigation; (13) Work Product (as defined below); (14) personnel information; and (15) any other information or documents which Executive knows or should know is proprietary or confidential. Executive understands and agrees that Confidential Information includes information developed by Executive in the course of his employment with the Company as if the Company furnished the same Confidential Information to Executive in the first instance.

(f) Requests. To the extent that any court or agency seeks to have Executive disclose Confidential Information, and to the extent allowed by law, Executive shall promptly inform the Company, and Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure. To the extent that Executive obtains information on behalf of the Company Group that may be subject to attorney-client privilege as to any member(s) of the Company Group’s attorneys. Executive shall take reasonable steps to maintain the confidentiality of such information and to preserve such privilege.

(g) Trade Secrets. In compliance with 18 U.S.C. § 1833(b) (“Section 1833(b)(1)”), as established by the Defend Trade Secrets Act of 2016, Executive is given notice of the following immunities listed in Sections 1833(b)(1) and (2) (Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing): (1) IMMUNITY. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) USE OF TRADE SECRET INFORMATION IN ANTI-RETALIATION LAWSUIT. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

(h) Return of Property. Upon the Termination Date or at the Company’s earlier request, Executive will promptly return to the Company any and all records, documents, data, memoranda, reports, physical property, information, computer disks, tapes or software or other materials, and all copies thereof, relating to any of the businesses of the Company Group obtained by Executive during his employment with any member(s) of the Company Group. Executive further agrees to deliver to the Company, at its request, any computers in Executive’s possession or control which have contained any Confidential Information for the purpose of ensuring that all Confidential Information stored on the computers has been delivered to the Company.

(i) Cooperation in Certain Matters. Executive agrees that, during the Employment Period and after the Termination Date, Executive will reasonably cooperate with the Company in any current or future or potential legal, business or other matters in any reasonable manner as the Company may request, including but not limited to meeting with and fully answering the questions of the Company or its representatives or agents, and in any legal matter testifying and preparing to testify at any deposition or trial; provided, however, that this Section 6(i) shall not apply with respect to any claims made against Executive arising out of this Agreement. The Company agrees to compensate Executive for any reasonable expenses incurred as a result of such cooperation. Should Executive be compelled to testify, nothing in this Agreement is intended or shall prohibit Executive from providing complete and truthful testimony.

(j) Work Product. Executive agrees that all inventions, innovations, discoveries, improvements, developments, trade secrets, processes, procedures, methods, designs, analyses, drawings, reports and all similar or related information which relates to any member of the Company Group’s actual or anticipated businesses, research and development or existing or future products or services and which are conceived, developed or made, in whole or in part, by the Executive while employed by any member(s) of the Company Group (“Work Product”) belong to the Company Group. Executive shall promptly inform the Company of such Work Product, and shall execute such assignments as the Company or other member(s) of the Company Group may request to transfer to the Company or other member(s) of the Company Group the benefits of the Work Product, in whole or in part, or conceived by Executive either alone or with others, which result from any work which Executive may do for or at the request of the Company or any other member(s) of the Company Group, whether or not conceived by Executive while on holiday, on vacation, or off the premises of the Company, including such of the foregoing items conceived during the course of employment which are developed or perfected after the Termination Date. Executive shall assist the Company, any other member(s) of the Company Group, or its respective nominee to obtain patents, trademarks and service marks and Executive agrees to execute all documents and to take all other actions which are necessary or appropriate to secure to the Company Group the benefits thereof. Such patents, trademarks and service marks shall become the property of the Company Group. Executive shall deliver to the Company all sketches, drawings, models, figures, plans, outlines, descriptions or other information with respect thereto.

(k) Disclosures. This Agreement shall not in any way prevent Executive from cooperating with any investigation by any federal, state or local governmental agency. Nothing in this Agreement prohibits Executive from reporting possible violations of applicable law or regulation to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions of applicable law or regulation.

7. Code Section 409A. The intent of the parties is that payments and benefits under the Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted the Agreement shall be interpreted to be in compliance therewith or exempt therefrom. To the extent any such cash payment or continuing benefit payable upon Executive’s termination of employment is nonqualified deferred compensation subject to Code Section 409A, then, only to the extent required by Code Section 409A, such payment or continuing benefit shall not commence until the date that is six (6) months after the date of separation from service. All references in this Agreement to Executive’s termination of employment shall mean a “separation from service” within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h)(l)(ii). Any series of payments hereunder shall be considered a series of separate payments for purposes of Code Section 409A. To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with Treasury Regulation §1.409A-3(i)(l)(iv) (or any similar or successor provisions). The preceding shall not be construed as a guarantee of any particular tax effect or indemnity for Executive’s compensation and benefits, and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Code Section 409A.

8. No Conflict. Executive represents that Executive is not a party to any agreement with any third party containing a non-competition provision or other restriction that would prohibit or restrict Executive’s employment with the Company or any part of the services that Executive provides to the Company, the Company Group or their respective clients. Moreover, Executive represents that Executive is not limited by any court order or other legal obligation from performing any assigned duties for the Company or the Company Group and Executive has no rights that may conflict with the interests of the Company or the Company Group or with Executive’s obligations hereunder.

9. Change of Title, Duties. Except as otherwise set forth herein and subject to the terms hereof, if, at any time, Executive’s title or duties are changed by the Company, or Executive is transferred to employment with any other member of the Company Group, this Agreement will continue in full force and effect, unless terminated as provided for herein.

10. Validity. If any one or more of the provisions contained in the Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

11. Reasonableness of Restrictions/Injunctive Relief.

(a) Executive acknowledges that his rights to disclose Confidential Information and trade secrets are limited hereby only to the extent necessary to protect the Company and the Company Group and that, in the event Executive’s employment with the Company terminates for any reason, Executive will be able to earn a livelihood without violating the foregoing restrictions. Executive acknowledges that the restrictions cited herein are reasonable and necessary for the protection of the Company’s and the Company Group’s legitimate business interests.

(b) Executive acknowledges that because the services to be rendered by Executive are of a special, unique and extraordinary character and because, in connection with such services, Executive has access to Confidential Information and Work Product vital to the Company’s and the Company Group’s business, money damages would be an inadequate remedy for any breach of this Agreement. By reason of this, Executive consents and agrees that in the event of a breach or threatened breach of this Agreement by Executive, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction from any court of competent jurisdiction (without posting a bond or other security) restraining Executive from committing or continuing any such violation of this Agreement, including, without limitation, restraining Executive from disclosing, using for any purpose, selling, transferring or otherwise disposing of, in whole or in part, any trade secrets, Confidential Information, proprietary information, client or customer lists or other information pertaining to the financial condition, business, manner of operation, affairs, plans or prospects of the Company. Executive acknowledges that damages at law would not be an adequate remedy for violation of this Agreement, and Executive therefore agrees that the provisions may be specifically enforced against Executive in any court of competent jurisdiction. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

12. Withholding. All compensation payable under this Agreement shall be subject to customary withholding taxes and other employment taxes as required with respect to compensation paid by a corporation to an employee and the amount of compensation payable hereunder shall be reduced appropriately to reflect the amount of any required withholding. The Company shall have no obligation to make any payments to Executive or to make Executive whole for the amount of any required taxes.

13. Successors. This Agreement shall be binding on, and inure to the benefit of, the Company and its successors and assigns and any person acquiring, whether by purchase of membership interests, merger, reorganization, consolidation, by purchase of assets or otherwise, all or substantially all of the assets of the Company. Executive agrees that the Company may assign its rights and obligations under this Agreement. Executive may not assign this Agreement.

14. Nonalienation. The interests of Executive under this Agreement are not subject to the claims of his creditors, other than the Company, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered.

15. Notification. Executive shall notify all future employers of the existence of Section 6 of this Agreement and the terms hereof, to the extent then still in effect. Executive will also provide the Company with information the Company may from time to time request to determine Executive’s compliance with the terms of this Agreement. Executive hereby authorizes the Company to contact Executive’s future employers and other parties with whom Executive has engaged or may engage in any business relationship to determine Executives’s compliance with this Agreement and to communicate the contents of this Agreement to such employers and parties.

16. Right of Set Off. In the event of a breach by Executive of the provisions of this Agreement, the Company is hereby authorized at any time and from time to time (and Executive hereby agrees to execute any necessary documents consenting to such authorization), to the fullest extent permitted by law, and after ten (10) days prior written notice to Executive, to set-off and apply any and all amounts at any time held by the Company on behalf of Executive under this Agreement and all indebtedness at any time owing by the Company to Executive against any and all of the obligations of Executive now or hereafter existing.

17. Governing Law. In the event of any dispute arising under this Agreement, it is agreed that the laws of the State of Florida shall govern the interpretation, validity and effect of this Agreement without regard to the place of performance or execution thereof.

18. Enforcement. The Parties hereby submit to the jurisdiction and venue of any state or federal court located within the City of Jacksonville in the State of Florida for resolution of any and all claims, causes of action or disputes arising out of, related to or concerning this Agreement and agree that services by registered mail to the addresses set forth below shall constitute sufficient service of process for any such action. If any Party is required to seek enforcement of any of the provisions of this Agreement, the Party bringing the action will be entitled to recover from the other Party(ies) its reasonable attorneys’ fees plus costs and expenses as to any issues on which it prevails.

19. Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile, portable document format (a/k/a”. pdf) or other electronic transmission, provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a Party may designate by notice to the other Parties):

20. Waiver of Breach. The waiver by either the Company or Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Company or Executive. Continuation of payments hereunder by the Company following a breach by Executive of any provision of this Agreement shall not preclude the Company from thereafter terminating said payments based upon the same violation.

21. Survival of Agreement. Except as otherwise expressly provided in this Agreement, the rights and obligations of the parties to this Agreement shall survive the termination of Executive’s employment with the Company.

22. Acknowledgment by Executive. Executive represents to the Company that he or she is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, that or he or she has read this Agreement and that he or she understands its terms. Executive acknowledges that, before assenting to the terms of this Agreement, Executive has been given a reasonable time to review it, to consult with counsel of his choice, and to negotiate at arm’s-length with the Company as to the contents.

23. Other Agreements and Modification. This Agreement constitutes the sole and complete Agreement between the Company and Executive and supersedes all other agreements, both oral and written, between the Company and Executive with respect to the matters contained herein. No verbal or other statements, inducements, or representations have been made to or relied upon by Executive. This Agreement may only be amended or cancelled by written mutual agreement executed by the parties. The parties have read and understand this Agreement.

24. Ambiguities. This Agreement has been negotiated at arms-length between persons knowledgeable in the matters dealt with herein. In addition, each Party has been represented by experienced and knowledgeable legal counsel. Accordingly, the Parties agree that neither the Company nor Executive is the drafting Party and that any rules of law or any other statutes, legal decisions or common law principles of similar effect that require interpretation of any ambiguities in this Agreement against the Party that has drafted it are of no application and are hereby expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intentions of the Parties.

25. Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed an original instrument and all of which together shall constitute a single instrument. Execution and delivery of this Agreement by electronic exchange bearing the copies of a Party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such Party. Such electronic copies shall constitute enforceable original documents.

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IN WITNESS WHEREOF, Executive has hereunto set his hand, and the Company has caused these presents to be executed in their names and on their behalf, as of the date above first written.

Schedule 4(b)

Annual Bonus

Schedule 4(c)

Benefits