EX-10.1





 Exhibit 10.1 

BLUECITY HOLDINGS LIMITED 

2015 STOCK INCENTIVE PLAN 

1.     Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to
provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. 

2.     Definitions. The following definitions shall apply as used herein and in the individual Award Agreements
except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2. 

2.1     “Administrator” means the Board or any of the Committees or any director appointed to administer
the Plan. 
 2.2     “Affiliate” and “Associate” shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act. 

2.3     “Applicable Laws” means the legal requirements relating to the Plan and the Awards under
applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any jurisdiction applicable to Awards granted to residents
therein. 
 2.4     “Assumed” means that pursuant to a Corporate Transaction either (i) the Award
is expressly affirmed by the Company or (ii) the contractual obligations represented by the Award are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with
appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Award and the exercise or purchase price thereof which at least preserves the compensation element of the Award existing at the time of
the Corporate Transaction as determined in accordance with the instruments evidencing the agreement to assume the Award. 

2.5     “Award” means the grant of an Option or other right or benefit under the Plan. 

2.6     “Award Agreement” means the written agreement evidencing the grant of an Award executed by the
Company and the Grantee, including any amendments thereto. 
 2.7     “Board” means the Board of
Directors of the Company. 
 2.8     “Cause” means, with respect to the termination by the Company or a
Related Entity of the Grantee’s Continuous Service, that such termination is for “Cause” as such term is 












 
expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is
based on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct
or material breach of any agreement with the Company or a Related Entity; (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; or (iv) violation of any Applicable Laws. 

2.9     “Change in Control” means a change in ownership or control of the Company after the Registration
Date effected through either of the following transactions: 
 (i)    the direct or indirect acquisition by any person
or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of
beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding
securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which a majority of the Continuing Directors who are not Affiliates or Associates of the offeror do not recommend such shareholders accept, or 

(ii)    a change in the composition of the Board over a period of thirty-six
(36) months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are Continuing Directors. 

2.10     “Code” means the Internal Revenue Code of 1986, as amended. 

2.11     “Committee” means any committee composed of members of the Board appointed by the Board to
administer the Plan. 
 2.12     “Company” means BLUECITY HOLDINGS LIMITED, a company incorporated
under the laws of the Cayman Islands or any successor corporation that adopts the Plan in connection with a Corporate Transaction. 

2.13     “Consultant” means any person (other than an Employee or a Director, solely with respect to
rendering services in such person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 

2.14     “Continuing Directors” means members of the Board who either (i) have been Board members
continuously for a period of at least thirty-six (36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or
nominated for election as Board members by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Board. 












 2.15     “Continuous Service” means that the provision
of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant,
Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or
Consultant can be effective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to
be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or
Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved
leave of absence shall include sick leave, military leave, or any other authorized personal leave. 
 2.16    
“Corporate Transaction” means any of the following transactions, provided, however, that the Administrator shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be
final, binding and conclusive: 
 (i)     a merger or consolidation in which the Company is not the surviving entity,
except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; 

(ii)     the sale, transfer or other disposition of all or substantially all of the assets of the Company; 

(iii)     the complete liquidation or dissolution of the Company; 

(iv)     any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited
to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the Ordinary Shares outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property,
whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons
different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Administrator determines shall not be
a Corporate Transaction; or 












 (v)     acquisition in a single or series of related transactions by
any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate
Transaction. 
 2.17     “Director” means a member of the Board or the board of directors of any
Related Entity. 
 2.18     “Disability” means as defined under the long-term disability policy of the
Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not have a long-term disability plan in
place, “Disability” means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment for a period of not less than
ninety (90) consecutive days. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 

2.19     “Employee” means any person, including an Officer or Director, who is in the employ of the
Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a director’s fee by the Company or a Related
Entity shall not be sufficient to constitute “employment” by the Company. 
 2.20     “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 2.21     “Fair Market Value”
means, as of any date, the value of Ordinary Shares determined as follows: 
 (i)     If the Ordinary Shares are listed
on one or more established stock exchanges or national market systems, including without limitation the Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such
shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Ordinary Shares are listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing
bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in the Wall Street Journal or such other source as the Administrator deems reliable; 

(ii)     If the Ordinary Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board)
or by a recognized securities dealer, its Fair Market 












 
Value shall be the closing sales price for such shares as quoted on such system on the date of determination, but if selling prices are not reported, the Fair Market Value of an Ordinary Share
shall be the mean between the high bid and low asked prices for the Ordinary Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in the Wall Street Journal
or such other source as the Administrator deems reliable; or 
 (iii)     In the absence of an established market for
the Ordinary Shares of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. 

2.22     “Grantee” means an Employee, Director or Consultant who receives an Award under the Plan. 

2.23     “Officer” means a person who is an officer of the Company or a Related Entity within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 2.24    
“Option” means an option to purchase Shares pursuant to an Award Agreement granted under the Plan. 

2.25     “Ordinary Share” means a share of US$0.0001 nominal or par value, of the Company. 

2.26     “Parent” means a “parent corporation”, whether now or hereafter existing, as defined
in Section 424(e) of the Code. 
 2.27     “Plan” means this Stock Incentive Plan. 

2.28     “Registration Date” means the first to occur of (i) the closing of the first sale to the
general public pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, of (A) the Ordinary Shares or (B) the same class of
securities of a successor corporation (or its Parent) issued pursuant to a Corporate Transaction in exchange for or in substitution of the Ordinary Shares; and (ii) in the event of a Corporate Transaction, the date of the consummation of the
Corporate Transaction if the same class of securities of the successor corporation (or its Parent) issuable in such Corporate Transaction shall have been sold to the general public pursuant to a registration statement filed with and declared
effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended, on or prior to the date of consummation of such Corporate Transaction. 

2.29     “Related Entity” means any Parent or Subsidiary of the Company and any business, corporation,
partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holds a substantial ownership interest, directly or indirectly. 












 2.30     “Replaced” means that pursuant to a Corporate
Transaction the Award is replaced with a comparable share or stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such Award existing at
the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Award. The determination of Award comparability shall be made by the Administrator and its
determination shall be final, binding and conclusive. 
 2.31     “Share” means an Ordinary Share of
the Company. 
 2.32     “Spin-off Transaction” means a
distribution by the Company to its shareholders of all or any portion of the securities of any Subsidiary of the Company. 

2.33     “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the Code. 
 3.    Shares Subject to the Plan. 

3.1    Subject to the provisions of Section 10 below, the maximum aggregate number of Shares which may be issued
pursuant to all Awards is 1,551,724 Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued Ordinary Shares. 

3.2    Any Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether
voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award
shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited, or repurchased by the Company at the lower of their original purchase price or their Fair Market Value
at the time of repurchase, such Shares shall become available for future grant under the Plan. To the extent not prohibited by Section 422(b)(1) of the Code (and the corresponding regulations thereunder), the listing requirements of the Nasdaq
National Market (or other established stock exchange or national market system on which the Ordinary Shares are traded) and Applicable Law, any Shares covered by an Award which are surrendered (i) in payment of the Award exercise or purchase
price or (ii) in satisfaction of tax withholding obligations incident to the exercise of an Award shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be issued pursuant to all Awards under
the Plan, unless otherwise determined by the Administrator. 












 4.    Administration of the Plan. 

4.1     Plan Administrator. 

(i)     Administration. With respect to grants of Awards to Directors, Employees or Consultants, the Plan shall be
administered by (A) the Board, or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws, or (C) a director appointed by the Board. Once appointed, such
Committee shall continue to serve in its designated capacity until otherwise directed by the Board. The Board may authorize one or more Officers to grant such Awards and may limit such authority as the Board determines from time to time. 

(ii)     Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of
this Section 4.1, such Award shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws. 

4.2     Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan (including any other
powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion: 

(i)     to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder;

 (ii)     to determine whether and to what extent Awards are granted hereunder; 

(iii)     to determine the number of Shares or the amount of other consideration to be covered by each Award granted
hereunder; 
 (iv)     to approve forms of Award Agreements for use under the Plan; 

(v)     to determine the terms and conditions of any Award granted hereunder (including the vesting schedule set forth in
the Notice of Stock Option Award); 
 (vi)     to amend the terms of any outstanding Award granted under the Plan,
provided that any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent; 

(vii)     to construe and interpret the terms of the Plan and Awards, including without limitation, any notice of award
or Award Agreement, granted pursuant to the Plan; 
 (viii)     to take such other action, not inconsistent with the
terms of the Plan, as the Administrator deems appropriate. 
 4.3     Indemnification. In addition to such other
rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company or a Related Entity, 












 
members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and
indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense
of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Award granted
hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30) days
after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to defend the same. 

5.     Eligibility. Awards may be granted to Employees, Directors and Consultants. An Employee, Director or
Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. 
 6.     Terms
and Conditions of Awards. 
 6.1     Types of Awards. The Administrator is authorized under the Plan to award
any type of arrangement to an Employee, Director or Consultant that is not inconsistent with the provisions of the Plan and that by its terms involves or might involve the issuance of (i) Shares, (ii) cash or (iii) an Option or similar
right with a fixed or variable price related to the Fair Market Value of the Shares and with an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or
other conditions. 
 6.2     Designation of Award. Each Award shall be designated in the Award Agreement. 

6.3     Conditions of Award. Subject to the terms of the Plan, the Administrator shall determine the provisions,
terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the
Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, or combination of, the following: (i) increase in share price, (ii) earnings
per share, (iii) total shareholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets, (viii) return on investment, (ix) operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and depreciation, (xvi) economic value added and (xvii) market share. The
performance criteria may be applicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity. Partial achievement of the specified criteria may result in a payment or vesting corresponding to the
degree of achievement as specified in the Award Agreement. 












 6.4     Acquisitions and Other Transactions. The Administrator
may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or a Related Entity acquiring another entity, an interest in another entity or an
additional interest in a Related Entity whether by merger, share purchase, asset purchase or other form of transaction. 

6.5     Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit
selected Grantees the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other
consideration under an Award. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so
deferred, and such other terms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program. 

6.6     Separate Programs. The Administrator may establish one or more separate programs under the Plan for the
purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time. 

6.7     Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at
any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a
Related Entity or to any other restriction the Administrator determines to be appropriate. 
 6.8     Term of
Award. The term of each Award shall be the term stated in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected to defer the receipt of the Shares or
cash issuable pursuant to the Award. 
 6.9     Transferability of Awards. Awards shall be transferable
(i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator. Notwithstanding the foregoing, the Grantee may designate one or more
beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. 












 6.10     Time of Granting Awards. The date of grant of an Award
shall for all purposes be the date on which the Administrator makes the determination to grant such Award, or such other date as is determined by the Administrator. 

7.     Award Exercise or Purchase Price, Consideration and Taxes. 

7.1     Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be determined by the
Board. 
 7.2     Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be
issued upon exercise or purchase of an Award including the method of payment, shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as
consideration for Shares issued under the Plan the following: 
 (i)     cash; 

(ii)     check; 

(iii)     if the exercise or purchase occurs on or after the Registration Date, surrender of Shares or delivery of a
properly executed form of attestation of ownership of Shares as the Administrator may require which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares as to which said Award shall be
exercised, provided, however, that Shares acquired under the Plan or any other equity compensation plan or agreement of the Company must have been held by the Grantee for a period of more than six (6) months (and not used for another Award
exercise by attestation during such period); 
 (iv)     with respect to Options, if the exercise occurs on or after
the Registration Date, payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the
purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares
directly to such brokerage firm in order to complete the sale transaction; or 
 (v)     any combination of the
foregoing methods of payment. 
 The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award
Agreement described in Section 4.2(iv), or by other means, grant Awards which do not permit all of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration. 












 7.3    Taxes. No Shares shall be delivered under the Plan to any
Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any non-U.S., federal, state, or local income and employment tax
withholding obligations, including, without limitation, obligations incident to the receipt of Shares or the disqualifying disposition of Shares received on exercise of an Option. Upon exercise of an Award the Company shall withhold or collect from
Grantee an amount sufficient to satisfy such tax obligations. 
 8.    Exercise of Award. 

8.1    Procedure for Exercise; Rights as a Shareholder. 

(i)     Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the
Administrator under the terms of the Plan and specified in the Award Agreement. 
 (ii)    An Award shall be deemed to
be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised,
including, to the extent selected, use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in Section (iv). 

8.2    Exercise of Award Following Termination of Continuous Service. 

(i)     An Award may not be exercised after the termination date of such Award set forth in the Award Agreement and may be
exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 

(ii)    Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s
Continuous Service for a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 

9.    Conditions Upon Issuance of Shares. 

9.1    Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

9.2    As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required
by any Applicable Laws. 












 9.3    As a condition to the exercise of an Award, the Grantee shall
grant a power of attorney to the Board or any person designated by the Board to exercise the voting rights with respect to the Shares. 

10.    Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the
Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or
purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any fiscal year of the Company, as well as any other terms that the Administrator determines require adjustment
shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend, combination or reclassification of the Shares, or similar transaction affecting
the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to
Ordinary Shares including a corporate merger, consolidation, acquisition of property or equity, separation (including a spin-off or other distribution of shares or property), reorganization, liquidation
(whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be
made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and
no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award. In the event of a Spin-off Transaction, the Administrator may in its discretion make such
adjustments and take such other action as it deems appropriate with respect to outstanding Awards under the Plan, including but not limited to: (i) adjustments to the number and class of Shares, the exercise or purchase price per Share and the
vesting periods of outstanding Awards, (ii) prohibit the exercise of Awards during certain periods of time prior to the consummation of the Spin-off Transaction, or (iii) the substitution, exchange
or grant of Awards to purchase securities of the Subsidiary; provided that the Administrator shall not be obligated to make any such adjustments or take any such action hereunder. 

11.    Corporate Transactions and Changes in Control. 

11.1    Termination of Award to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a
Corporate Transaction, all outstanding Awards under the Plan shall terminate. However, all such Awards shall not terminate to the extent they are Assumed in connection with the Corporate Transaction. 












 11.2    Acceleration of Award Upon Corporate Transaction or Change in
Control. 
 (i)     Corporate Transaction. Except as provided otherwise in an individual Award Agreement and
except for the complete liquidation or dissolution of the Company, in the event of a Corporate Transaction, for the portion of each Award that is neither Assumed nor Replaced, such portion of the Award shall automatically become fully vested and
exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at the time represented by such portion of the Award, immediately prior to the specified
effective date of such Corporate Transaction, provided that the Grantee’s Continuous Service has not terminated prior to such date. The portion of the Award that is not Assumed shall terminate under Section 11.1 to the extent not exercised
prior to the consummation of such Corporate Transaction. 
 (ii)     Change in Control. Except as provided
otherwise in an individual Award Agreement, in the event of a Change in Control (other than a Change in Control which also is a Corporate Transaction), each Award which is at the time outstanding under the Plan automatically shall become fully
vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value), immediately prior to the specified effective date of such Change in Control, for all of the Shares at
the time represented by such Award, provided that the Grantee’s Continuous Service has not terminated prior to such date. Notwithstanding the above, all such Awards shall not accelerate to the extent they are Assumed in connection with the
Change in Control. 
 12.     Effective Date and Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Applicable Laws, Awards may be granted under the Plan upon
its becoming effective. 
 13.    Amendment, Suspension or Termination of the Plan. 

13.1    The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be
made without the approval of the Company’s shareholders to the extent such approval is required by Applicable Laws, or if such amendment would change any of the provisions of Section 4.2(vi) or this Section 13.1. 

13.2    No Award may be granted during any suspension of the Plan or after termination of the Plan. 












 13.3    No suspension or termination of the Plan (including termination
of the Plan under Section 12, above) shall adversely affect any rights under Awards already granted to a Grantee. 

14.    Reservation of Shares. 

14.1    The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan. 
 14.2    The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have been obtained. 
 15.    No Effect on
Terms of Employment/Consulting Relationship. The Plan shall not confer upon any Grantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any
Related Entity to terminate the Grantee’s Continuous Service at any time, with or without Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee is in no way affected by its
determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes of this Plan. 

16.    No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other
benefit plan of the Company or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any
other benefit plan of any kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the
Employee Retirement Income Security Act of 1974, as amended. 
 17.    Unfunded Obligation. Grantees shall have
the status of general unsecured creditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income
Security Act of 1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company
shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee
account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors
in any 












 
assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested
by the Company with respect to the Plan. 
 18.    Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term
“or” is not intended to be exclusive, unless the context clearly requires otherwise.