Exhibit 10.12


 


ESTRELLA
BIOPHARMA, INC.

OPTION GRANT NOTICE

(2022 EQUITY INCENTIVE PLAN)


 


Estrella Biopharma, Inc. (the “Company”),
pursuant to its 2022 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase
the number of shares in the capital of the Company set forth below (this “Option”). This Option is subject
to all of the terms and conditions as set forth herein and in the US Option Agreement, the Plan, and the Notice of Exercise, all
of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined
in the Plan or the US Option Agreement will have the same definitions as in the Plan or the US Option Agreement. If there is any
conflict between the terms herein and the Plan, the terms of the Plan will control.


 





	 	Optionholder:	 	 
	 	Date of Grant:	 	 
	 	Vesting Commencement Date:	 	 
	 	Number of Ordinary Shares Subject to Option:	 	 
	 	Exercise Price (US$ Per Share):	 	 
	 	Total Exercise Price (US$):	 	 
	 	Expiration Date:	 	 


 


	Type of Grant:	□  Incentive Share
Option1	□  Nonstatutory Share Option
	 	 
	Exercise Schedule:	□  Same as Vesting Schedule	□  Early Exercise Permitted
	 
	Vesting Schedule:	25% of the shares shall vest on the first anniversary of the Vesting Commencement Date; the balance of the shares vest in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, provided that the Optionholder continues to provide Continuous Services (as defined in the Plan) to the Company as of any each relevant vesting date.
	 	 
	Payment:	By one or a combination of the following methods (as such methods are described in the US Option Agreement):
	 	 
	 	☐By cash or check

    ☐Pursuant to a Regulation T Program if the Shares are publicly traded

    ☐By delivery of already-owned shares if the Shares are publicly traded

    ☐By net exercise2
	 	 	 	 


 


Additional Terms/Acknowledgements:
The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Option Grant Notice, the US Option Agreement
and the Plan. Optionholder acknowledges and agrees that this Option Grant Notice and the US Option Agreement may not be modified,
amended or revised except in writing signed by Optionholder and a duly authorized officer of the Company. Optionholder further
acknowledges that as of the Date of Grant, this Option Grant Notice, the US Option Agreement, and the Plan set forth the entire
understanding between Optionholder and the Company regarding the acquisition of shares of the Company and supersede all prior oral
and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and
delivered to Optionholder under the Plan, and (ii) the agreement between the Optionholder and the Company listed below only.


 





	 	Other Agreements:	 	 


 


	Estrella Biopharma, Inc.	Optionholder:
	 	 
	By:_______________________________________	 
	Name:	Signature
	 	 
	 	 
	 	 
	Title:	 
	Date:_____________________________	Date:______________________


 


Attachments: US Option Agreement,
2022 Equity Incentive Plan and Notice of Exercise





 


 






 


		1	If this is an Incentive Share Option, it (plus other outstanding
Incentive Share Options) cannot be first exercisable for more than US$100,000 in value (measured by exercise price) in
any calendar year. Any excess over US$100,000 is a Nonstatutory Share Option.



		2	An Incentive Share Option may not be exercised by a net
exercise arrangement.






 








    	 	 	 



     


    




 


ATTACHMENT
I


 


ESTRELLA
BIOPHARMA, INC.

2022 EQUITY INCENTIVE PLAN


 


US OPTION
AGREEMENT


 


Pursuant to your Option
Grant Notice (“Grant Notice”) and this US Option Agreement, Estrella Biopharma, Inc. (the “Company”)
has granted you an Option under its 2022 Equity Incentive Plan (the “Plan”) to purchase the number of
Ordinary Shares indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The Option is granted to you
effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any
conflict between the terms in this US Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not
explicitly defined in this US Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as
in the Plan.


 


The details of your
Option, in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.             VESTING.
Your Option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.


 


2.             NUMBER
OF SHARES AND EXERCISE PRICE. The number of Ordinary Shares subject to your Option and your exercise price per share
in your Grant Notice will be adjusted for Capitalization Adjustments.


 


3.             EXERCISE
RESTRICTION FOR NON-EXEMPT EMPLOYEES. If you are an Employee eligible
for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”),
and except as otherwise provided in the Plan, you may not exercise your Option until you have completed at least six (6) months
of Continuous Service measured from the Date of Grant.


 


4.             EXERCISE
PRIOR TO VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise
Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your Option, you may elect at
any time that is both (i) during the period of your Continuous Service and (ii) during the term of your Option, to exercise all
or part of your Option, including the unvested portion of your Option; provided, however, that:


 


(a)       a
partial exercise of your Option will be deemed to cover first vested Ordinary Shares and then the earliest vesting installment
of unvested Ordinary Shares;


 


(b)       any
Ordinary Shares so purchased from installments that have not vested as of the date of exercise will be subject to the purchase
option in favor of the Company as described in the Company’s form of Early Exercise Share Purchase Agreement;


 


(c)       you
will enter into the Company’s form of Early Exercise Share Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred; and


 


(d)       if
your Option is an Incentive Share Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant)
of the Ordinary Shares with respect to which your Option plus all other Incentive Share Options you hold are exercisable for the
first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars
($100,000), your Option(s) or portions thereof that exceed such limit (according to the order in which they were granted) will
be treated as Nonstatutory Share Options.




    	 	 	 



     


    




 


5.             METHOD
OF PAYMENT. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the
exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by your Grant
Notice, which may include one or more of the following:


 


(a)       Provided
that at the time of exercise the Ordinary Shares are publicly traded, pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board that, prior to the issuance of Ordinary Shares, results in either the receipt of cash (or check) by
the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.
This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to
cover”.


 


(b)       Provided
that at the time of exercise the Ordinary Shares are publicly traded, by delivery to the Company (either by actual delivery or
attestation) of already-owned Ordinary Shares that are owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion
of the Company at the time you exercise your Option, will include delivery to the Company of your attestation of ownership of such
Ordinary Shares in a form approved by the Company. You may not exercise your Option by delivery to the Company of Ordinary Shares
if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s
shares.


 


(c)       If
this Option is a Nonstatutory Share Option, subject to the consent of the Company at the time of exercise, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of Ordinary Shares issued upon exercise of your Option by the
largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay any remaining
balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment.
Ordinary Shares will no longer be outstanding under your Option and will not be exercisable thereafter if those shares (i) are
used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise,
and (iii) are withheld to satisfy your tax withholding obligations.


 


6.             WHOLE
SHARES. You may exercise your Option only for a whole number of Ordinary Shares.


 


7.              SECURITIES
LAW COMPLIANCE. In no event may you exercise your Option unless the Ordinary Shares issuable upon such exercise are
then registered under the Securities Act or under the applicable laws of another jurisdiction under which such securities may be
listed, or if not registered, the Company has determined that such exercise and the issuance of the shares would be exempt from
the registration requirements of the Securities Act. The exercise of your Option also must comply with all other applicable laws
and regulations governing your Option, including those of the United States, the State of Delaware and your country of residence,
and you may not exercise your Option if the Company determines that such exercise would not be in material compliance with such
laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).
You understand that the Company is under no obligation to register or qualify the Ordinary Shares with any securities commission
(including U.S. Securities and Exchange Commission) or to seek approval or clearance from any governmental authority for the issuance
or sale of the shares. Further, you agree that the Company shall have unilateral authority to amend the Plan and the Agreement
without your consent to the extent necessary to comply with securities or other laws applicable to issuance of shares.


 




    	 	 	 



     


    




 


8.             TERM.
You may not exercise your Option before the Date of Grant or after the expiration of the Option’s term. The term of your
Option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:


 


(a)       immediately
upon the termination of your Continuous Service for Cause;


 


(b)       three
(3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death (except
as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three (3) month
period your Option is not exercisable solely because of the condition set forth in the Section above relating to “Securities
Law Compliance,” your Option will not expire until the earlier of the Expiration Date or until it has been exercisable for
an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if (i) you are
a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have
vested in a portion of your Option at the time of your termination of Continuous Service, your Option will not expire until the
earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months
after the termination of your Continuous Service, and (y) the Expiration Date;


 


(c)       twelve
(12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d))
below;


 


(d)       eighteen
(18) months after your death if you die either during your Continuous Service


 


(e)       within
three (3) months after your Continuous Service terminates for any reason other than Cause or your death or Disability;


 


(f)       the
Expiration Date indicated in your Grant Notice; or


 


(g)       the
day before the tenth (10th) anniversary of the Date of Grant.


 


If your Option is an Incentive Share Option,
note that to obtain the federal income tax advantages associated with an Incentive Share Option, the Code requires that at all
times beginning on the Date of Grant and ending on the day three (3) months before the date of your Option’s exercise, you
must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company has provided for
extended exercisability of your Option under certain circumstances for your benefit but cannot guarantee that your Option will
necessarily be treated as an Incentive Share Option if you continue to provide services to the Company or an Affiliate as a Consultant
or Director after your employment terminates or if you otherwise exercise your Option more than three (3) months after the date
your employment with the Company or an Affiliate terminates.


 


9.             EXERCISE.


 


(a)       You
may exercise the vested portion of your Option (and the unvested portion of your Option if your Grant Notice so permits) during
its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or
procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the
Company’s Secretary, share plan administrator, or such other person as the Company may designate, together with such additional
documents as the Company may then require.




    	 	 	 



     


    




 


(b)       By
exercising your Option you agree that, as a condition to any exercise of your Option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason
of (i) the exercise of your Option, (ii) the lapse of any substantial risk of forfeiture to which the Ordinary Shares are subject
at the time of exercise, or (iii) the disposition of Ordinary Shares acquired upon such exercise.


 


(c)       If
your Option is an Incentive Share Option, by exercising your Option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the Ordinary Shares issued upon exercise of your Option that occurs
within two (2) years after the Date of Grant or within one (1) year after such Ordinary Shares are transferred upon exercise of
your Option.


 


(d)       By
exercising your Option 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 Ordinary
Shares 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 under the applicable laws of another jurisdiction
under which such securities may be listed or such longer period as the underwriters or the Company will request to facilitate compliance
with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation (the “Lock-Up Period”);
provided, however, that nothing contained in this section 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 any underwriters of the Company’s shares 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 Ordinary Shares until the end of such period. You also agree that any transferee of any Ordinary Shares or other
securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company’s shares are intended
third party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions hereof as
though they were a party hereto.


 


(e)       You
agree, with effect from the date of the exercise of your Option, to be bound by the terms of any and all Shareholders Agreements
as if the same were set forth herein and will observe and discharge the terms and conditions of such Shareholders Agreements in
all respects as if you had been a party thereto, and you shall be deemed to be comprised in the expressions “the holder of
Ordinary Shares” and the “parties” as therein mentioned. By exercising your Option you agree that, as a condition
to any exercise of your Option, the Company may require you to execute and deliver a deed of adherence to any Shareholders Agreement
and require you to represent and warrant that you have the capacity to enter into, exercise your rights and lawfully perform and
comply with the terms of any Shareholders Agreement; and that your obligations under any Shareholders Agreement are valid and binding
upon you. The agreement set forth in this Section 8(c) is supplemental to and, except only where the context does not so admit,
shall be construed as one and interpreted in accordance with any Shareholders Agreement and subject only to the agreements and
variations herein expressly agreed and declared. All other conditions, covenants, provisions, powers and terms contained or subsisting
in any Shareholders Agreement shall remain in full force and effect and shall be read and construed and be enforceable as if the
agreements and variations herein were inserted therein by way of addition or substitution, as the case may be, and nothing herein
shall affect or impair any Shareholders Agreement or its enforceability. For purposes of this US Option Agreement, the “Shareholders
Agreement(s)” shall mean any and all agreements between the Company and all or certain shareholders of the Company
that may be entered into from time to time, and/or one or more agreements among the Company, you and other parties thereto in such
form determined from time to time by the Company in its sole discretion, that include terms and conditions that provide or impose
in respect of the Company and/or any shareholders restrictions and obligations with respect to the transfer or voting of equity
securities of the Company and such other terms and conditions as the Board may require, if any, including any amendment or supplement
to or restatement of any such agreement from time to time.


 




    	 	 	 



     


    




 


10.           TRANSFERABILITY.
Except as otherwise provided in this Section 10, your Option is not transferable, except by Will or by the laws of descent and
distribution, and is exercisable during your life only by you.


 


(a)       Certain
Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your Option to a trust
if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while
the Option is held in the trust. You and the trustee must enter into transfer and other agreements required by the Company.


 


(b)       Domestic
Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the
designated transferee enter into transfer and other agreements required by the Company, you may transfer your Option pursuant to
the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted
by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are
encouraged to discuss the proposed terms of any division of this Option with the Company prior to finalizing the domestic relations
order or marital settlement agreement to help ensure the required information is contained within the domestic relations order
or marital settlement agreement. If this Option is an Incentive Share Option, this Option may be deemed to be a Nonstatutory Share
Option as a result of such transfer.


 


(c)       Beneficiary
Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice
to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate
a third party who, on your death, will thereafter be entitled to exercise this Option and receive the Ordinary Shares or other
consideration resulting from such exercise. In the absence of such a designation, your executor or administrator of your estate
will be entitled to exercise this Option and receive, on behalf of your estate, the Ordinary Shares or other consideration resulting
from such exercise.


 


11.           RIGHT
OF FIRST REFUSAL. Ordinary Shares that you acquire upon exercise of your Option are subject to any right of first refusal
that may be described in the Company’s memorandum or articles of association or other constitutional or governance documents
(including any Shareholders Agreement) in effect at such time the Company elects to exercise its right. Any Company right of first
refusal will expire on the first date upon which then Ordinary Shares (or any other securities issued in exchange for or upon conversion
of the Ordinary Shares)is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation
system.


 


12.           RIGHT
OF REPURCHASE. To the extent provided in the Company’s memorandum or articles of association or other constitutional
or governance documents (including any Shareholders Agreement) in effect at such time the Company elects to exercise its right,
the Company will have the right to repurchase all or any part of the Ordinary Shares you acquire pursuant to the exercise of your
Option.


 


13.           OPTION
NOT A SERVICE CONTRACT. Your Option is not an employment or service contract, and nothing in your Option will be deemed
to create in any way whatsoever any obligation on your part to continue in the employ of, or as a provider of services to, the
Company or an Affiliate, or of the Company or an Affiliate to continue your employment or to continue to engage you to provide
services. In addition, nothing in your Option will obligate the Company or an Affiliate, their respective shareholders, boards
of directors, officers or employees to continue any relationship that you might have as a Director or, a member of the board of
directors of, or a Consultant, for the Company or an Affiliate.


 




    	 	 	 



     


    




 


14.           WITHHOLDING
OBLIGATIONS.


 


(a)       At
the time you exercise your Option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your Option.


 


(b)       If
this Option is a Nonstatutory Share Option, then upon your request and subject to approval by the Company, and compliance with
any applicable legal conditions or restrictions, the Company may withhold from fully vested Ordinary Shares otherwise issuable
to you upon the exercise of your Option a number of whole Ordinary Shares hare having a Fair Market Value, determined by the Company
as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as
may be necessary to avoid classification of your Option as a liability for financial accounting purposes). If the date of determination
of any tax withholding obligation is deferred to a date later than the date of exercise of your Option, share withholding pursuant
to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code,
covering the aggregate number of Ordinary Shares acquired upon such exercise with respect to which such determination is otherwise
deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your Option. Notwithstanding
the filing of such election, Ordinary Shares shall be withheld solely from fully vested Ordinary Shares determined as of the date
of exercise of your Option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility.


 


(c)       You
may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation
to issue any Ordinary Shares (or any certificate therefor) or release such Ordinary Shares from any escrow provided for herein,
if applicable, unless such obligations are satisfied.


 


15.           TAX
CONSEQUENCES. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation
programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates related to tax liabilities arising from your Option or your other compensation. In particular,
you acknowledge that this Option is exempt from Section 409A of the Code only if the exercise price per share specified in the
Grant Notice is at least equal to the “fair market value” per Ordinary Share on the Date of Grant and there is no other
impermissible deferral of compensation associated with the Option. Because the Ordinary Shares are not traded on an established
securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm
retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation
as determined by the Board, and you will 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 the valuation determined by the Board is less than the “fair
market value” as subsequently determined by the Internal Revenue Service.


 


16.           PERSONAL
DATA. You understand that your Employer, if applicable, the Company, and/or its Affiliates hold certain personal information
about you, including but not limited to your name, home address, telephone number, date of birth, social security or equivalent
tax identification number, salary, nationality, job title, and details of your Option (the “Personal Data”).
Certain Personal Data may also constitute “Sensitive Personal Data” or similar classification under applicable
local law and be subject to additional restrictions on collection, processing and use of the same under such laws. Such data include
but are not limited to Personal Data and any changes thereto, and other appropriate personal and financial data about you. You
hereby provide express consent to the Company or its Affiliates to collect, hold, and process any such Personal Data and Sensitive
Personal Data. You also hereby provide express consent to the Company and/or its Affiliates to transfer any such Personal Data
and Sensitive Personal Data outside the country in which you are employed or retained, including transfers to the United States.
The legal persons for whom such Personal Data are intended are the Company, any broker company, registered office provider, or
professional adviser providing services to the Company in connection with the administration of the Plan or the Company. You have
been informed of your right to access and correct your Personal Data and/or Sensitive Personal Data by applying to the Company
representative identified on the Grant Notice.




    	 	 	 



     


    




 


17.           ADDITIONAL
ACKNOWLEDGEMENTS. You hereby consent and acknowledge that:


 


(a)       Participation
in the Plan is voluntary and therefore you must accept the terms and conditions of the Plan and this US Option Agreement as a condition
to participating in the Plan and receipt of your Option.


 


(b)       The
Plan is discretionary in nature and the Company can amend, cancel, or terminate it at any time in its sole discretion.


 


(c)       Your
Option and any other Share Awards under the Plan are voluntary and occasional and do not create any contractual or other right
to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the
past.


 


(d)       All
determinations with respect to any such future awards, including, but not limited to, the time or times when such awards are made,
the size of such awards and performance and other conditions applied to the awards, will be at the sole discretion of the Company.


 


(e)       The
value of your Option is an extraordinary item of compensation, which is outside the scope of your employment, service contract
or consulting agreement, if any. This Share Award shall not form part of any past, current or future entitlement to remuneration
or benefits which you may have under any contract of employment, service contract or consulting agreement with the Company or Affiliate
nor form any part of any such contract of employment, service contract or consulting agreement between you and the Company or any
Affiliate.


 


(f)       Your
Option, and any income derived therefrom are a potential bonus payment not paid in lieu of any cash salary compensation and not
part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination,
severance, resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits,
pension or retirement benefits or similar payments.


 


(g)       In
the event of the involuntary termination of your Continuous Service, your eligibility to receive payments under this Share Award
or the Plan in respect of the unvested portion of your Share Award, if any, will terminate effective as of the date that you are
no longer actively employed or retained regardless of any reasonable notice period mandated under local law, except as expressly
provided in this US Option Agreement.


 


(h)       The
future value of your Option is unknown and cannot be predicted with certainty. You do not have, and will not assert, any claim
or entitlement to compensation, indemnity or damages arising from the termination of your Option or diminution in value of your
Option and you irrevocably release the Company, its Affiliates and, if applicable, your Employer, if different from the Company
or any Affiliate, from any such claim that may arise.


 




    	 	 	 



     


    




 


(i)       For
purposes of this US Option Agreement, your Continuous Service will be considered terminated as of the date you are no longer actively
providing services to the Company or an Affiliate (regardless of the reason for such termination and whether or not later found
to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement,
if any), and unless otherwise expressly provided in the Agreement or determined by the Company, (i) your right to vest in the Option
under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period
of service would not include any contractual notice period or any period of “garden leave” or similar period mandated
under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (ii) the
period (if any) during which you may exercise the Option after such termination of your Continuous Service will commence on the
date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the
jurisdiction where you are employed or the terms of your employment agreement, if any; the Board or its duly authorized designee
shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your Option
(including whether you may still be considered to be providing services while on a leave of absence).


 


(j)       Neither
the Company, the Employer nor any Affiliate of the Company shall be liable for any foreign exchange rate fluctuation that may affect
the value of the Option or of any amounts due to you pursuant to the exercise of the Option or the subsequent sale of any Ordinary
Shares acquired upon exercise.


 


(k)       The
Plan and this US Option Agreement set forth the entire understanding between you, the Company and any Affiliate regarding your
Option and supersedes all prior oral and written agreements pertaining to your Option.


 


18.           NOTICES.
Any notices provided for in your Option, this US Option Agreement or the Plan will be given in writing (including electronically)
and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5)
days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.
The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan, this US Option Agreement
and your Option by electronic means or to request your consent to participate in the Plan by electronic means. By accepting your
Option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic
system established and maintained by the Company or another third party designated by the Company.


 


19.           GOVERNING
PLAN DOCUMENT. Your Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your Option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your Option and those of the Plan,
the provisions of the Plan will control.


 


20.           EFFECT
ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Option will not be included as compensation, earnings, salaries, or
other similar terms used when calculating your 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.


 




    	 	 	 



     


    

 





21.           VOTING
RIGHTS. You will not have voting or any other rights as a shareholder of the Company with respect to the shares to be
issued pursuant to this US Option Agreement. Nothing contained in this US Option 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 you and the Company or
any other person.


 


22.           SEVERABILITY.
If all or any part of this US Option 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 US Option Agreement or the Plan not declared to
be unlawful or invalid. Any Section of this US Option 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.


 


23.           WAIVER.
You acknowledge that a waiver by the Company of breach of any provision of the US Option Agreement shall not operate or be construed
as a waiver of any other provision of the US Option Agreement, or of any subsequent breach of the US Option Agreement.


 


24.           GOVERNING
LAW. The grant of the Option and the provisions of this US Option Agreement are governed by, and subject to, the laws
of the State of Delaware, without regard to the conflict of law provisions. You and the Company each hereby irrevocably submit
to the non-exclusive jurisdiction of the courts of the State of Delaware.


 


25.           LANGUAGE.
If you have received this US Option Agreement, or any other document related to the Option and/or the Plan translated into a language
other than English and if the meaning of the translated version is different than the English version, the English version will
control.


 


26.          IMPOSITION
OF OTHER REQUIREMENTS. The Company reserves the right to impose other requirements on your participation in the Plan,
on the Option and on any Ordinary Shares purchased upon exercise of the Option, to the extent the Company determines it is necessary
or advisable for legal or administrative reasons, and to require you to provide additional information and documentation and /
or sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.


 


27.           MISCELLANEOUS.


 


(a)       The
rights and obligations of the Company under your Option will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.


 


(b)       You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of your Option.


 


(c)       You
acknowledge and agree that you have reviewed this US Option Agreement and the Plan in their entirety, have had an opportunity to
obtain the advice of counsel prior to executing and accepting your Option, and fully understand all provisions of this US Option
Agreement, the Plan and your Option.


 


(d)       This
US Option Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 




    	 	 	 



     


    




 


(e)       All
obligations of the Company under the Plan and this US Option Agreement will be binding on any successor to the Company, whether
the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.


***


This US Option Agreement will be deemed
to be signed by you upon the signing by you of the Option Grant Notice to which it is attached.


 




    	 	 	 



     


    




 


ATTACHMENT
II


 


2022 EQUITY
INCENTIVE PLAN


 




    	 	 	 



     


    




 


ATTACHMENT
III


 


NOTICE OF
EXERCISE


 


	Estrella Biopharma, Inc.	 	 
	 	 	 
	 	Date of Exercise:	 
	 	 	 


 


Ladies and Gentlemen:


 


This constitutes notice
under my Option that I elect to purchase the number of Ordinary Shares of Estrella Biopharma, Inc. (the “Company”)
for the price set forth below (all amounts are in US dollars).


 


	 	Type of option (check one):	Incentive  ̈	Nonstatutory  ̈
	 	 	 	 
	 	Option dated:	 	 
	 	 	 	 
	 	Number of Ordinary Shares as to which	 	 
	 	option is exercised:	 	 
	 	 	 	 
	 	Certificates to be	 	 
	 	issued in name of:	 	 
	 	 	 	 
	 	Total exercise price:	$ ___________________	 
	 	 	 	 
	 	Cash, check, bank draft or money order	 	 
	 	delivered herewith:	$ ___________________	 
	 	 	 	 
	 	Regulation T Program (cashless	 	 
	 	exercise):	$ ___________________	 
	 	 	 	 
	 	Value of___________ shares of the	 	 
	 	Company delivered herewith3:	$ ___________________	 
	 	 	 	 
	 	Value of__________ shares of the	 	 
	 	Company pursuant to net exercise1:	$ ___________________	 


 


 


By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the Estrella Biopharma, Inc. 2022 Equity
Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation,
if any, relating to the exercise of this Option, and (iii) if this exercise relates to an incentive share option, to notify you
in writing within fifteen (15) days after the date of any disposition of any of the shares of the Company issued upon exercise
of this Option that occurs within two (2) years after the date of grant of this Option or within one (1) year after such shares
are issued upon exercise of this Option.


 





 









		3	Shares must meet the public trading requirements set forth
in the option. Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear
of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment
separate from certificate.



		4	Estrella Biopharma, Inc. must have established net exercise
procedures at the time of exercise in order to utilize this payment method.



 




    	 	 	 



     


    

 





I hereby make the following
certifications and representations with respect to the number of shares of the Company listed above (the “Shares”),
which are being acquired by me for my own account upon exercise of this Option as set forth above:


 


I acknowledge that
the Shares have not been registered or qualified under the Securities Act of 1933 as amended (the “Securities Act”),
or other applicable securities laws on the ground that the sale of the Shares is exempt from such registration or qualification.
I further acknowledge that the Shares are deemed to constitute “restricted securities” under Rule 701 and Rule 144
promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of distributing or
selling said Shares, except as permitted under the Securities Act and any other applicable securities laws and any applicable state
securities laws and applicable securities laws of any other jurisdiction.


 


I further acknowledge
that I will not be able to resell the Shares for at least ninety (90) days after the shares of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701
and that more restrictive conditions apply to affiliates of the Company under Rule 144.


 


I further acknowledge
that all certificates representing any of the Shares subject to the provisions of this Option shall have endorsed thereon appropriate
legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s memorandum
and articles of association and other constitutional and governance documents (including any Shareholder Agreements) and/or applicable
securities laws.


 


I further agree that,
if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act or under the applicable laws of another jurisdiction under
which such securities may be listed, I 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, any shares or other securities of
the Company 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 under the applicable laws of another jurisdiction under which such securities may be listed,
or such longer period as necessary to permit compliance with NASD Rule 2711 or NYSE Member Rule 472 and similar rules and regulations
(the “Lock-Up Period”). I further agree to execute and deliver such other agreements as may be reasonably
requested by the Company and/or any underwriter(s) 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 securities
subject to the foregoing restrictions until the end of such period.


 


	 	Very truly yours,
	 	 
	 	 
	 	Address: