Exhibit 10.33


 


SMART KING LTD.


EQUITY INCENTIVE PLAN


SHARE OPTION AGREEMENT


 


Any capitalized terms used
but not defined in this Share Option Agreement (the “Option Agreement”) shall have the meanings ascribed to such terms
in the Smart King Ltd. Equity Incentive Plan (as amended from time to time, the “Plan”). In case of discrepancy between
the Option Agreement and the Deed of Undertaking and/or any charter documents of Smart King Ltd., the later shall prevail.


 


I. NOTICE
OF SHARE OPTION GRANT 


 


Name:


 


Address:


 


The undersigned Holder has been granted an Option
to purchase Class A Ordinary Shares of Smart King Ltd. (the “Company”), subject to the terms and conditions of the Plan and
this Option Agreement, as follows:


 


	Date of Grant:	 	 
	 	 	 
	Vesting Commencement Date:	 	 
	 	 	 
	Exercise Price per Share:	$  	 
	 	 	 
	Total Number of Shares Granted:	 	 
	 	 	 
	Total Exercise Price:	$	 
	 	 	 
	Type of Option:	__    Incentive Share Option	 
	 	 	 
	 	__   Non-Qualified Share Option	 
	 	 	 
	Term/Expiration Date:	 	 
	 	 	 
	Vesting Schedule:	 	 


 


This Option shall be exercisable,
in whole or in part, according to the following vesting schedule:


 


Twenty-five percent (25%)
of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth
(1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement
Date (and if there is no corresponding day, on the last day of the month), subject to Holder continuing to be a Service Provider through
each such date.


 






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Termination Period:


 


Any unvested portion of the
Option shall immediately terminate upon Holder ceasing to be a Service Provider or if Holder breaches an employment agreement, non-competition,
non-solicitation, confidentiality or other restrictive covenant agreement or any similar agreement with the Company or any Related Entity.
Any vested portion of the Option shall be exercisable for fifteen (15) days after Holder ceases to be a Service Provider, unless such
termination is due to (i) Holder’s death or disability, in which case any such vested portion of the Option shall be exercisable
for six (6) months after Holder ceases to be a Service Provider and shall terminate thereafter; or (ii) Holder’s termination for
Cause, in which case, to the extent permissible under Applicable Laws, this Option (including any vested portion of this Option) shall
terminate upon such termination for Cause. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the
Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 10 of the Plan.


 


Option Subject to Acceptance
of Agreement:


 


This Option shall be null
and void unless Holder shall accept this Option Agreement by executing this Option Agreement in the space provided below and returning
an original execution copy of this Option Agreement to the Company within fifteen (15) days after the date that this Option Agreement
is first made available to Holder for execution.


 


II. AGREEMENT


 


1. Grant of Option.
The Administrator hereby grants to the Holder named in the Notice of Share Option Grant in Part I of this Option Agreement (“Holder”)
an option (the “Option”) to purchase the number of Shares set forth in the Notice of Share Option Grant, at
the exercise price per Share set forth in the Notice of Share Option Grant (the “Exercise Price”), and subject
to the terms and conditions of the Plan, which are incorporated herein by reference. Subject to Section 17 of the Plan, in the
event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan
shall prevail.


 


If designated in the Notice
of Share Option Grant as an Incentive Share Option (“ISO”), this Option is intended to qualify as an “incentive
stock option” as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Section 422(d)
of the Code, this Option shall be treated as a Non-qualified Share Option (“NSO”). Further, if for any reason this
Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof)
shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Related Entity or any of their
respective employees or directors have any liability to Holder (or any other person) due to the failure of the Option to qualify for any
reason as an ISO.


 


2. Exercise of Option.


 


(a) Right to Exercise. This Option shall be exercisable
during its term in accordance with the Vesting Schedule set out in the Notice of Share Option Grant and with the applicable provisions
of the Plan and this Option Agreement.


 






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(b) Method of Exercise.
This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise
Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election
to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by the Company. As a condition to exercise this Option, Holder
must sign any documents reasonably required of a member at or prior to the time of exercise, including, but not limited to, any
then in effect voting agreement or co-sale agreement and the Deed of Undertaking in the form attached as Exhibit C. This
Option shall be deemed to be exercised upon receipt by the Company of a fully executed Exercise Notice accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding, and any other required
documents signed by Holder.


 


No Shares shall be issued pursuant
to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income
tax purposes the Shares shall be considered transferred to Holder on the date on which the Option is exercised with respect to such Shares.


 


3. Holder’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended or the regulatory
rules of any other jurisdiction (the “Securities Act”), at the time this Option is exercised, Holder shall,
if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or
her Investment Representation Statement in the form attached hereto as Exhibit B.


 


4. Lock-Up Period. Holder hereby agrees
that Holder shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Class
A Ordinary Shares (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any Class A Ordinary Shares (or other securities) of the Company
held by Holder (other than those included in the registration) to the extent set forth in the Deed of Undertaking.


 


Holder agrees to execute and
deliver such other agreements as set forth in the Deed of Undertaking. Holder agrees that any transferee of the Option or Class A Ordinary
Shares acquired pursuant to the Option shall be bound by this Section 4.


 


5. Method of Payment. Payment of the aggregate
Exercise Price shall be by any of the following or a combination thereof at the election of Holder, if and to the extent permitted by
the Administrator in its sole discretion:


 


(a) cash;


 


(b) check;


 


(c) consideration received by the Company under a
formal cashless exercise program if and to the extent adopted by the Company in its sole and absolute discretion; or


 






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(d) surrender of other Shares which (i) shall be
valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security
interests, but only if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting
consequences to the Company.


 


6. Restrictions on Exercise. This Option
may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would
constitute a violation of any Applicable Law.


 


7. Non-Transferability of Option. This
Option may not be transferred or pledged in any manner other than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Holder only by Holder. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Holder.


 


8. Term of Option. This Option may be exercised
only within the term set out in the Notice of Share Option Grant, and may be exercised during such term only in accordance with the terms
of the Plan and this Option Agreement.


 


9. Tax Obligations.


 


(a) Tax Withholding.
Holder agrees to make appropriate arrangements with the Company (or the Related Entity employing or retaining Holder) for the
satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to any Option
exercise, disposition of the Option or the Shares issued pursuant to the exercise of the Option (“Required Tax Payments”).
Holder acknowledges and agrees that the Company may, in its discretion, refuse to honor any exercise of the Option, refuse to
deliver the Shares in respect of any such exercise or deduct Required Tax Payments from any amount then or thereafter payable
by the Company to Holder if any Required Tax Payments are not delivered at or prior to the time of exercise.


 


(b) Notice of Disqualifying Disposition
of ISO Shares. If the Option granted to Holder herein is an ISO, and if Holder sells or otherwise disposes of any of the Shares acquired
pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after
the date of exercise, Holder shall immediately notify the Company in writing of such disposition. Holder acknowledges that in such event,
Holder may be subject to income tax withholding by the Company on the compensation income recognized by Holder.


 


(c) Section 409A and Section 457A of
the Code. Under Section 409A of the Code, an option granted with an exercise price that is determined by the U.S. Internal Revenue
Service (the “IRS”) to be less than the Fair Market Value on the date of grant (a “discount option”) or that
covers other than “service recipient stock” (as defined under Section 409A of the Code) may be considered “deferred
compensation.” An Option that is a discount option or that covers other than service recipient stock may result in (i) income recognition
by Holder prior to the exercise of the Option, (ii) an additional twenty percent (20%) Federal income tax, and (iii) potential penalty
and interest charges. The Option may also result in additional state income, penalty and interest charges to Holder. Holder acknowledges
that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds
the Fair Market Value of a Share on the date of grant or that the Shares covered by this Option will be classified as service recipient
stock in a later examination. Holder agrees that if the IRS determines that the Option was granted with a per Share exercise price that
was less than the Fair Market Value of a Share on the date of grant or covers other than service recipient stock, Holder shall be solely
responsible for Holder’s costs related to such a determination. Further, Holder agrees that if the IRS determines that the Option
is deferred compensation subject to, and within the meaning of, Section 457A of the Code, Holder shall be solely responsible for Holder’s
costs related to such a determination.


 






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10. Entire Agreement; Governing Law. The
Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company (and/or the Related
Entity employing or retaining Holder) and Holder with respect to the subject matter hereof, and may not be modified adversely to Holder’s
interest except by means of a writing signed by the Company and Holder. This Option Agreement is governed by the internal substantive
laws but not the choice of law rules of California.


 


11. No Guarantee of Continued Service.
HOLDER ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS
A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE RELATED ENTITY EMPLOYING OR RETAINING HOLDER) AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. HOLDER FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH HOLDER’S
RIGHT OR THE RIGHT OF THE COMPANY (OR THE RELATED ENTITY EMPLOYING OR RETAINING HOLDER) TO TERMINATE HOLDER’S RELATIONSHIP AS A
SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


 


Holder acknowledges receipt
of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option,
subject to all of the terms and provisions thereof. Holder has reviewed the Plan and this Option Agreement in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all terms and conditions
of the Option. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Option Agreement. Holder further agrees to notify the Company upon any change in the residence
address indicated below.


 


Holder, during his or her
employment with the Company, shall follow CEO‘s directions in all matters relating to the Company’s decision-making, to the
extent as may be permitted by law


 


By Holder’s signature
below, Holder acknowledges and agrees that the grant of this Option is in full satisfaction of any oral or written promise to grant a
share option, equity or any equity-related interest in the Company or any Related Entity, including, but not limited to any promise set
forth in an offer letter or other agreement with a Related Entity and/or related oral discussions (a “Promised Interest”).
Accordingly, Holder hereby irrevocably and unconditionally releases and forever discharges the Company and any other Related Entity, and
any successors, assigns, directors, officers, employees, consultants, agents, representatives, members, shareholders and affiliates of
the Company and any other Related Entity, from any obligation to issue any securities of the Company or any other Related Entity or any
other compensation in respect of the Promised Interest and from all any and all claims, liabilities or obligations, whether now existing
or hereafter arising, which in any way relate to or arise out of the Promised Interest.


 






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Holder acknowledges that Holder
has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that
otherwise prohibits the release of unknown claims, which provides as follows:


 


A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


 


	HOLDER	 	SMART KING LTD.
	 	 	 
	
    

    Signature
	 	By
	 	 	 
	
    Print Name
	 	Print Name
	 	 	 
	 	 	Title
	
    
	 	
	Residence Address	 	 
	 	 	 







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EXHIBIT A 


EQUITY INCENTIVE
PLAN


EXERCISE NOTICE


 


Smart King Ltd.


 


Attention: Share Administration


 


1. Exercise of Option. Effective
as of today,                         ,
the undersigned (“Holder”) hereby elects to exercise Holder’s option (the “Option”) to purchase
____________ Class A Ordinary Shares (the “Shares”) of Smart King Ltd. (the “Company”) under and
pursuant to the Smart King Ltd. Equity Incentive Plan (the “Plan”) and the Share Option Agreement dated _______________,
(the “Option Agreement”). Any capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Plan or the Option Agreement.


 


2. Delivery of Payment. Holder
herewith delivers to the Company the full exercise price of the Shares, as set forth in the Option Agreement, and any and all withholding
taxes due in connection with the exercise of the Option. As a condition to exercise, Holder also agrees to sign any documents reasonably
required of a member, including, but not limited to, any voting agreement or co-sale agreement and the Deed of Undertaking in the form
attached to the Option Agreement.


 


3. Representations of Holder. Holder
acknowledges that Holder has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.


 


4. Rights as Member. Until the
issuance of the Shares (as evidenced by the appropriate entry in the register of members, or on the books of the Company or of a duly
authorized transfer agent of the Company), no right to receive dividends or any other rights as a member shall exist with respect to
the Shares subject to the Option, notwithstanding the exercise of the Option. The Shares shall be issued to Holder as soon as practicable
after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for
which the record date is prior to the date of issuance except as provided in Section 10 of the Plan.


 


5. Share Transfer
Restrictions. Before any Shares held by Holder or any transferee to whom Shares are transferred (references to “Holder”
in this Section 5 include a reference to any such transferee) may be sold or otherwise transferred (including transfer by gift
or operation of law), Holder must obtain the prior written consent of Founder HoldCo as defined in and set forth in the Memorandum
and Articles of Association of the Company (the “Articles”), and any such transfer is subject to the rights
of first refusal and co-sale rights set forth in the Articles..


 


6. Drag-Along Right. Each holder
of Class A Ordinary Shares, including Holder, will be subject to the drag-along right and other provisions set forth in the Articles.


 






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7. Company Share
Repurchase Option. Any time following the occurrence of the termination of Holder’s employment with or engagement by
any of the Related Entities for any reason, the Company shall, at the discretion of the Board, have the
right (but not the obligation) to repurchase any or all of the Shares held by Holder pursuant to Section 4 of the Deed of Undertaking.



 


8. Tax Consultation. Holder understands
that Holder may suffer adverse tax consequences as a result of Holder’s purchase or disposition of the Shares. Holder represents
that Holder has consulted with any tax consultants Holder deems advisable in connection with the purchase or disposition of the Shares
and that Holder is not relying on the Company for any tax advice.


 


9. Restrictive Legends and Stop-Transfer
Orders.


 


(a) Legends. Holder understands and
agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s)
evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or Federal or non-U.S.
securities laws:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS AS SET FORTH IN THE EXERCISE NOTICE AND DEED
OF UNDERTAKING BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, AND THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE ISSUER,
A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER AND OTHER RESTRICTIONS ARE BINDING ON TRANSFEREES
OF THESE SHARES.


 


THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC
OFFERING OF THE ISSUER’S SECURITIES SET FORTH IN AGREEMENTS BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND THE MEMORANDUM
AND ARTICLES OF ASSOCIATION OF THE ISSUER AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD
WITHOUT THE CONSENT OF THE ISSUER.


 






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(b) Stop-Transfer Notices. Holder agrees
that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations
to the same effect in its own records.


 


(c) Refusal to Transfer. The Company shall
not be required (i) to transfer on its books or in the register of members any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Exercise Notice, the Deed of Undertaking or the Articles, or (ii) to treat as owner of such
Shares or to accord the right to pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


10. Successors and Assigns. The Company
may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the
benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice
shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.


 


11. Interpretation. Any dispute regarding
the interpretation of this Exercise Notice shall be submitted by Holder forthwith to the Administrator. The resolution of such a dispute
by the Administrator shall be final and binding on all parties.


 


12. Governing Law;
Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of California.
In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Exercise Notice shall continue in full force and effect.


 


13. Entire Agreement. The Plan and Option
Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement, the Deed of Undertaking and the
Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and Holder with respect to the subject matter hereof, and may
not be modified adversely to Holder’s interest except by means of a writing signed by the Company and Holder.


 






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	Submitted by:	 	Accepted by:
	 	 	 
	 	 	 
	HOLDER	 	SMART KING  LTD.
	 	 	 
	 	 	 
	Signature	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
		 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date Received


  







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EXHIBIT B


 


INVESTMENT REPRESENTATION


STATEMENT


 


	HOLDER	:	 	 
	 	 	 	 
	COMPANY	:	SMART KING LTD. 	
	 	 	 	 
	SECURITY	:	CLASS A ORDINARY 	 
	 	 	 	 
	SHARE AMOUNT	:	 	 
	 	 	 	 
	DATE	:	 	 


 


In connection with
the purchase of the above-listed Securities, the undersigned Holder represents to the Company the following:


 


(a) Holder is aware
of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Securities. Holder is acquiring these Securities for investment for Holder’s
own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning
of the U.S. Securities Act of 1933, as amended (the “Securities Act”).


 


(b) Holder acknowledges and understands
that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Holder’s
investment intent as expressed herein. In this connection, Holder understands that, in the view of the U.S. Securities and Exchange Commission,
the statutory basis for such exemption may be unavailable if Holder’s representation was predicated solely upon a present intention
to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase
or decrease in the market price of the Securities, or for any fixed period in the future. Holder further understands that the Securities
must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.
Holder further acknowledges and understands that the Company is under no obligation to register the Securities. Holder understands that
any certificate evidencing the Securities shall be imprinted with any legend required under applicable state, Federal and non-U.S. securities
laws.


 


(c) Holder is familiar with the provisions
of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted
securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Holder, the exercise
shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, one hundred and eighty (180) days thereafter (or such longer period as any
market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable
conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company,
(2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made
in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless
principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form
144, if applicable.


 






     


     


    

 


(d) Holder further understands that in
the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with
Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof
in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such transactions do so at their own risk. Holder understands that no assurances can be given that any such
other registration exemption shall be available in such event.


 


	 	HOLDER
	 	 	 
	 	
    

    

    Signature
	 
	 	 	 
	 	
    

    

    Print Name
	 
	 	 	 
	 	
    

    

    Date
	 


 




     


     


    

  


EXHIBIT C


 


DEED OF UNDERTAKING