Exhibit 10.3


 


YATRA ONLINE, INC.


 


2006
SHARE PLAN


 


(as amended February 28, 2007)


 


1.            Purposes
of the Plan. The purposes of this 2006 Share Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s
business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator
at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations
promulgated thereunder. Share purchase rights may also be granted under the Plan.


 


2.            Definitions.
As used herein, the following definitions shall apply:


 


(a)          “Administrator”
means the Board or its Committee appointed pursuant to Section 4 of the Plan.


 


(b)          “Affiliate”
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.


 


(c)          “Applicable
Laws” means the legal requirements relating to the administration of share option and restricted share purchase plans,
including under applicable Cayman Islands company laws, U.S. state corporate laws, U.S. federal and applicable state securities
laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations
of any other country or jurisdiction where Options or Share Purchase Rights are granted under the Plan, as such laws, rules, regulations
and requirements shall be in place from time to time.


 


(d)          “Board”
means the Board of Directors of the Company.


 


(e)          “Cause"
for termination of a Participant's Continuous Service Status will exist if the Participant is terminated by the Company for
any of the following reasons:  (i) Participant's gross negligence or willful failure substantially to perform his or her duties
and responsibilities to Company or any Affiliate or deliberate violation of any policies of the Company or any Affiliate; (ii)
Participant's commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably
expected to cause damage to the Company or any Affiliate; (iii) unauthorized use or disclosure by Participant of any proprietary
and/or confidential information or trade secrets of Company, any Affiliate or any other party to whom the Participant owes an obligation
of nondisclosure as a result of his or her relationship with the Company or any Affiliate; (iv) Participant's willful breach of
any of his or her obligations under any written agreement or covenant with the Company or any Affiliate including such Participant’s
employment agreement with the Company or any Affiliate; (v) Participant’s conduct, which in the good faith and reasonable
determination of the Company, demonstrates gross unfitness to serve: or (vi) Participant’s commission of a felony or an act
of moral turpitude. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by
the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s
ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 5(d) below.


 




     


     


    

 


(f)          “Code”
means the U.S. Internal Revenue Code of 1986, as amended.


 


(g)          “Committee”
means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section
4 below.


 


(h)          “Company”
means Yatra Online, Inc., a Cayman Islands exempted company.


 


(i)          “Consultant”
means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services
and is compensated for such services, and any director of the Company whether compensated for such services or not.


 


(j)          “Continuous
Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous
Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military
leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more
than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided
otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the
Company or between the Company, or any Affiliate or between Affiliates or their respective successors. A change in status from
an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.


 


(k)          “Corporate
Transaction” means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation
or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction
in which the holders of at least a majority of the voting shares of the Company outstanding immediately prior to such transaction
continue to hold (either by such shares remaining outstanding or by their being converted into voting shares of the surviving entity)
a majority of the total voting power represented by the voting shares of the Company (or the surviving entity) outstanding immediately
after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person,
or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a
majority of the voting power of the then outstanding shares of the Company.


 


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


 




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(m)          “Employee”
means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based
upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or
the Applicable Laws. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment”
of such Director by the Company.


 


(n)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(o)          “Fair
Market Value” means, as of any date, the fair market value of the Ordinary Shares, as determined by the Administrator
in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the
determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal
for the applicable date.


 


(p)          “Incentive
Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code, as designated in the applicable Option Agreement.


 


(q)          “Listed
Security” means any security of the Company that is listed or approved for listing on a national securities exchange
or designated or approved for designation as a national market system security on an interdealer quotation system by the National
Association of Securities Dealers, Inc.


 


(r)          “Named
Executive” means any individual who, on the last day of the Company’s fiscal year, is the chief executive officer
of the Company (or is acting in such capacity) or among the four most highly compensated officers of the Company (other than the
chief executive officer). Such officer status shall be determined pursuant to the executive compensation disclosure rules under
the Exchange Act.


 


(s)          “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable
Option Agreement.


 


(t)          “Option”
means a share option granted pursuant to the Plan.


 


(u)          “Option
Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option
Agreement, including, but not limited to, a notice of share option grant and a form of exercise notice.


 


(v)         “Option
Exchange Program” means a program approved by the Administrator whereby outstanding Options are exchanged for Options
with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of
the Ordinary Shares.


 


(w)          “Optioned
Shares” means the Ordinary Shares subject to an Option.


 




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(x)          “Optionee”
means an Employee or Consultant who receives an Option.


 


(y)          “Ordinary
Shares” means the Ordinary Shares of the Company.


 


(z)          “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code, or
any successor provision.


 


(aa)         “Participant”
means any holder of one or more Options or Share Purchase Rights, or the Shares issuable or issued upon exercise of such awards,
under the Plan.


 


(bb)         “Plan”
means this 2006 Share Plan.


 


(cc)         “Reporting
Person” means an officer, Director, or greater than ten percent shareholder of the Company within the meaning of
Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.


 


(dd)         “Restricted
Share” means Ordinary Shares acquired pursuant to a grant of a Share Purchase Right under Section 11 below.


 


(ee)         “Restricted
Share Purchase Agreement” means a written document, the form(s) of which shall be approved from time to time by the
Administrator, reflecting the terms of a Share Purchase Right granted under the Plan and includes any documents attached to such
agreement.


 


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


 


(gg)         “Share”
means one Ordinary Share of the Company, as adjusted in accordance with Section 14 of the Plan.


 


(hh)         “Stock
Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Ordinary
Shares are quoted at any given time.


 


(ii)         “Share
Purchase Right” means the right to purchase Ordinary Shares pursuant to Section 11 below.


 


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


 


(kk)         “Ten
Percent Holder” means a person who owns securities representing more than ten percent (10%) of the voting power of
all classes of shares of the Company or any Parent or Subsidiary.


 




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3.            Shares
Subject to the Plan. Subject to the provisions of Section 14 and this Section 3 of the Plan, the aggregate number of Shares
that may be sold under the Plan shall not exceed 7,142,424 Ordinary Shares; provided, however, that the total reserve hereunder
shall be automatically reduced by the number of Ordinary Shares reserved for issuance under any options granted and outstanding
or exercised for Shares under the Company’s 2006 India Share Plan If an award should expire or become unexercisable for any
reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares
that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan.
In addition, any Ordinary Shares which are retained by the Company upon exercise of an award in order to satisfy the exercise or
purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued
and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to
any repurchase right which the Company may have shall be available for future grant under the Plan.


 


4.            Administration
of the Plan.


 


(a)          General.
The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may
be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable
Laws, the Board may authorize one or more officers to make awards under the Plan.


 


(b)          Committee
Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and
appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill
vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent
permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of
Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events
conform to any requirements of the Applicable Laws.


 


(c)          Powers
of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated
by the Board to such Committee, the Administrator shall have the authority, in its discretion:


 


(i)          to
determine the Fair Market Value of the Ordinary Shares, in accordance with Section 2(o) of the Plan, provided that such determination
shall be applied consistently with respect to Participants under the Plan;


 


(ii)         to
select the Employees and Consultants to whom Plan awards may from time to time be granted;


 


(iii)        to
determine whether and to what extent Plan awards are granted;


 


(iv)        to
determine the number of Ordinary Shares to be covered by each award granted;


 


(v)         to
approve the form(s) of agreement(s) used under the Plan;


 




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(vi)        to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and
conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata adjustment to
vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction
or limitation regarding any Option, Optioned Shares, Share Purchase Right or Restricted Share, based in each case on such factors
as the Administrator, in its sole discretion, shall determine;


 


(vii)       to
determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead of Ordinary Shares;


 


(viii)      to
implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided
that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made
without the prior written consent of the Optionee;


 


(ix)         to
adjust the vesting of an Option held by an Employee or Consultant as a result of a change in the terms or conditions under which
such person is providing services to the Company;


 


(x)          to
construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions
shall be final and binding on all Participants; and


 


(xi)         in
order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Share Purchase Rights to
Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law,
tax policies or customs.


 


5.            Eligibility.


 


(a)          Recipients
of Grants. Nonstatutory Stock Options and Share Purchase Rights may be granted to Employees and Consultants. Incentive
Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive
Stock Options.


 


(b)          Type
of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory
Stock Option.


 


(c)          ISO
$100,000 Limitation.  Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market
Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall
be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be
determined as of the date of the grant of such Option.


 




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(d)          No
Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment
or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s
right to terminate the employment or consulting relationship at any time for any reason.


 


6.            Term
of Plan. The Plan shall become effective upon its adoption by the Board of Directors. It shall continue in effect for a
term of ten (10) years unless sooner terminated under Section 16 of the Plan.


 


7.            Term
of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no
more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided
further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder,
the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option
Agreement.


 


8.            [Reserved.]


 


9.            Option
Exercise Price and Consideration.


 


(a)          Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as
is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:


 


(i)          In
the case of an Incentive Stock Option


 


(A)         granted
to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant; or


 


(B)         granted
to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of
grant.


 


(ii)         In
the case of a Nonstatutory Stock Option


 


(A)         granted
on any date on which the Ordinary Share is not a Listed Security to a person who is at the time of grant is a Ten Percent Holder,
the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant if required by
the Applicable Laws and, if not so required, shall be such price as is determined by the Administrator;


 


(B)         granted
on any date on which the Ordinary Share is not a Listed Security to any other eligible person, the per Share exercise price shall
be no less than 85% of the Fair Market Value per Share on the date of grant if required by the Applicable Laws and, if not so required,
shall be such price as is determined by the Administrator; or


 




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(C)         granted
on any date on which the Ordinary Share is a Listed Security to any eligible person, the per share Exercise Price shall be such
price as determined by the Administrator provided that if such eligible person is, at the time of the grant of such Option, a Named
Executive of the Company, the per share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant
if such Option is intended to qualify as performance-based compensation under Section 162(m) of the Code.


 


(iii)        Notwithstanding
the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other
corporate transaction.


 


(b)          Permissible
Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method
of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the
time of grant) and may consist entirely of (1) cash; (2) check; (3) subject to any requirements of the Applicable
Laws, delivery of Optionee’s promissory note having such recourse, interest, security and redemption provisions as the Administrator
determines to be appropriate after taking into account the potential accounting consequences of permitting an Optionee to deliver
a promissory note; (4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired,
directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date
of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if,
as of the date of exercise of an Option the Company then is permitting employees to engage in a “same-day sale” cashless
brokered exercise program involving one or more brokers, through such a program that complies with the Applicable Laws (including
without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board)
and that ensures prompt delivery to the Company of the amount required to pay the exercise price and any applicable withholding
taxes; (7) if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of Ordinary Shares issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept a cash or other
payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction
in the number of whole shares to be issued; provided, further, that Ordinary Shares will no longer be subject to an Option
and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise
price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise,
and (C) shares are withheld to satisfy tax withholding obligations; or (8) any combination of the foregoing methods of payment.
In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration
may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular
form of consideration at the time of any Option exercise.


 




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10.          Exercise
of Option.


 


(a)          General.



 


(i)          Exercisability.
Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator,
consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria
with respect to the Company and/or the Optionee; provided however that, if required under the Applicable Laws, the Option (or Shares
issued upon exercise of the Option) shall comply with the requirements of Section 260.140.41(f) and (k) of the Rules of the California
Corporations Commissioner.


 


(ii)         Leave
of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options
shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options
shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave,
vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave
(under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment
Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant
continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately
prior to such leave.


 


(iii)        Minimum
Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an
Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising
the full number of Shares as to which the Option is then exercisable.


 


(iv)        Procedures
for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given to
the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received
full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator,
consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator
may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.


 


Exercise of an Option in any manner shall
result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.


 




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(v)         Rights
as Shareholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder
shall exist with respect to the Optioned Shares, notwithstanding the exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date of the appropriate entry on the books of the Company, except as provided
in Section 14 of the Plan.


 


(b)          Termination
of Employment or Consulting Relationship. Except as otherwise set forth in this Section 10(b), the Administrator shall
establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable,
if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by
the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee
is not vested in Optioned Shares at the date of termination of his or her Continuous Service Status, or if the Optionee (or other
person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the
Option Agreement or below (as applicable), the Option shall terminate and the Optioned Shares underlying the unexercised portion
of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set
forth in the Option Agreement (and subject to Section 7).


 


The following provisions (1) shall apply to
the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination
of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set
forth in an Option Agreement:


 


(i)          Termination
other than Upon Disability or Death or for Cause. In the event of termination of Optionee’s Continuous Service Status
other than under the circumstances set forth in subsections (ii) through (iv) below, such Optionee may exercise an Option
for 30 days following such termination to the extent the Optionee was vested in the Optioned Shares as of the date of such termination.
No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes
an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.


 


(ii)         Disability
of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her disability
(including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within
six months following such termination to the extent the Optionee was vested in the Optioned Shares as of the date of such termination.


 


(iii)        Death
of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of
grant of the Option, or within thirty days following termination of Optionee’s Continuous Service Status, the Option may
be exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance
at any time within twelve months following the date of death, but only to the extent the Optionee was vested in the Optioned Shares
as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.


 




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(iv)        Termination
for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any Option (including
any exercisable portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the
Optionee of termination of the Optionee’s Continuous Service Status. If an Optionee’s employment or consulting relationship
with the Company is suspended pending an investigation of whether the Optionee shall be terminated for Cause, all the Optionee’s
rights under any Option likewise shall be suspended during the investigation period and the Optionee shall have no right to exercise
any Option. This Section 10(b)(iv) shall apply with equal effect to vested Shares acquired upon exercise of an Option granted on
any date on which the Ordinary Share is not a Listed Security to a person other than an officer, Director or Consultant, in that
the Company shall have the right to repurchase such Shares from the Participant upon the following terms: (A) the repurchase is
made within 90 days of termination of the Participant’s Continuous Service Status for Cause at the Fair Market Value of the
Shares as of the date of termination, (B) consideration for the repurchase consists of cash or cancellation of purchase money indebtedness,
and (C) the repurchase right terminates upon the effective date of the Company’s initial public offering of its Ordinary
Shares. With respect to vested Shares issued upon exercise of an Option granted to any officer, Director or Consultant, the Company’s
right to repurchase such Shares upon termination of the Participant’s Continuous Service Status for Cause shall be made at
the Participant’s original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time,
as the Administrator shall determine. Nothing in this Section 10(b)(iv) shall in any way limit the Company’s right to purchase
unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement.


 


(c)          Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted
under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time
that such offer is made.


 


11.          Share
Purchase Rights.


 


(a)          Rights
to Purchase. When the Administrator determines that it will offer Share Purchase Rights under the Plan, it shall advise
the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such
person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. In the
case of a Share Purchase Right granted prior to the date, if any, on which the Ordinary Share becomes a Listed Security and if
required by the Applicable Laws at that time, the purchase price of Shares subject to such Share Purchase Rights shall not be less
than 85% of the Fair Market Value of the Shares as of the date of the offer, or, in the case of a Ten Percent Holder, the price
shall not be less than 100% of the Fair Market Value of the Shares as of the date of the offer. If the Applicable Laws do not impose
the requirements set forth in the preceding sentence and with respect to any Share Purchase Rights granted after the date, if any,
on which the Ordinary Share becomes a Listed Security, the purchase price of Shares subject to Share Purchase Rights shall be as
determined by the Administrator. The offer to purchase Shares subject to Share Purchase Rights shall be accepted by execution of
a Restricted Share Purchase Agreement in the form determined by the Administrator.


 




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(b)          Repurchase
Option.


 


(i)          General.
Unless the Administrator determines otherwise, the Restricted Share Purchase Agreement shall grant the Company a repurchase
option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason
(including death or disability). Subject to any requirements of the Applicable Laws (including without limitation Section 260.140.42(h)
of the Rules of the California Corporations Commissioner), the terms of the Company’s repurchase option (including without
limitation the price at which, and the consideration for which, it may be exercised, and the events upon which it shall lapse)
shall be as determined by the Administrator in its sole discretion and reflected in the Restricted Share Purchase Agreement.


 


(ii)         Leave
of Absence. The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company
repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination,
such lapsing shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military
leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s
returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform
Services Employment and Reemployment Rights Act), he or she shall be given “vesting” credit with respect to Shares
purchased pursuant to the Restricted Share Purchase Agreement to the same extent as would have applied had the Participant continued
to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior
to such leave.


 


(iii)        Termination
for Cause. In the event of termination of a Participant’s Continuous Service Status for Cause, the Company shall
have the right to repurchase from the Participant vested Shares issued upon exercise of a Share Purchase Right granted to any person
other than an officer, Director or Consultant prior to the date, if any, upon which the Ordinary Share becomes a Listed Security
upon the following terms: (A) the repurchase must be made within 90 days of termination of the Participant’s Continuous Service
Status for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase consists
of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the
Company’s initial public offering of its Ordinary Shares. With respect to vested Shares issued upon exercise of a Share Purchase
Right granted to any officer, Director or Consultant, the Company’s right to repurchase such Shares upon termination of such
Participant’s Continuous Service Status for Cause shall be made at the Participant’s original cost for the Shares and
shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this
Section 11(b)(iii) shall in any way limit the Company’s right to purchase unvested Shares as set forth in the applicable
Restricted Share Purchase Agreement.


 


(c)          Other
Provisions. The Restricted Share Purchase Agreement shall contain such other terms, provisions and conditions not inconsistent
with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Share
Purchase Agreements need not be the same with respect to each purchaser.


 




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(d)          Rights
as a Shareholder. Once the Share Purchase Right is exercised, the purchaser shall have the rights equivalent to those of
a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer
agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the
Share Purchase Right is exercised, except as provided in Section 14 of the Plan.


 


12.          Taxes.


 


(a)          As
a condition of the grant, vesting or exercise of an Option or Share Purchase Right granted under the Plan, the Participant (or
in the case of the Participant’s death, the person exercising the Option or Share Purchase Right) shall make such arrangements
as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations
that may arise in connection with such grant, vesting or exercise of the Option or Share Purchase Right or the issuance of Shares.
The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator
allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 12
(whether pursuant to Section 12(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount
that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.


 


(b)          In
the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company
to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll
payment otherwise payable after the date of an exercise of the Option or Share Purchase Right.


 


(c)          This
Section 12(c) shall apply only after the date, if any, upon which the Ordinary Shares becomes a Listed Security. In the case of
Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such
tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted
under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued
upon exercise of the Option or Share Purchase Right that number of Shares having a Fair Market Value determined as of the applicable
Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 12, the Fair Market Value
of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the
Applicable Laws (the “Tax Date”).


 


(d)          If
permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise
of an Option or Share Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable
Tax Date equal to the amount required to be withheld. In the case of shares previously acquired from the Company that are surrendered
under this Section 12(d), such Shares must have been owned by the Participant for more than six (6) months on the date of surrender
(or such other period of time as is required for the Company to avoid adverse accounting charges).


 




    	 	-13-	 



     


    

 


(e)          Any
election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 12(c)
or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent
or disapproval of the Administrator. Any election by a Participant under Section 12(d) above must be made on or prior to the applicable
Tax Date.


 


(f)          In
the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code
because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect
to which the Option or Share Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back
to the Company the proper number of Shares on the Tax Date.


 


13.          Non-Transferability
of Options and Share Purchase Rights.


 


(a)          General.
Except as set forth in this Section 13, Options and Share Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by
an Optionee will not constitute a transfer. An Option or Share Purchase Right may be exercised, during the lifetime of the holder
of an Option or Share Purchase Right, only by such holder or a transferee permitted by this Section 13.


 


(b)          Limited
Transferability Rights. Notwithstanding anything else in this Section 13, the Administrator may in its discretion grant
Nonstatutory Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are
to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to "Immediate
Family Members" (as defined below) of the Optionee. "Immediate Family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other
entity in which these persons (or the Optionee) own more than fifty percent of the voting interests.


 




    	 	-14-	 



     


    

 


14.          Adjustments
Upon Changes in Capitalization, Merger or Certain Other Transactions.


 


(a)          Changes
in Capitalization. Subject to any action required under Applicable Laws by the shareholders of the Company, the number
of Ordinary Shares covered by each outstanding award, the numbers of Shares set forth in Section 3 above, and the number of Ordinary
Shares that have been authorized for issuance under the Plan but as to which no awards have yet been granted or that have been
returned to the Plan upon cancellation or expiration of an award, as well as the price per Ordinary Share covered by each such
outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued Ordinary Shares resulting
from a share split, reverse share split, share dividend, combination, recapitalization or reclassification of the Ordinary Shares,
or any other increase or decrease in the number of issued Ordinary Shares effected without receipt of consideration by the Company;
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, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, 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 thereof shall be made with respect
to, the number or price of Ordinary Shares subject to an award.


 


(b)          Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company, each Option and Share Purchase Right will
terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.


 


(c)          Corporate
Transaction. In the event of a Corporate Transaction, each outstanding Option or Share Purchase Right shall be assumed
or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor
corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the award
or to substitute an equivalent option or right, in which case such Option or Share Purchase Right shall terminate upon the consummation
of the transaction.


 


For purposes of this Section 14(c), an Option
or a Share Purchase Right shall be considered assumed, without limitation, if, at the time of issuance of the shares or other consideration
upon a Corporate Transaction, each holder of an Option or Share Purchase Right would be entitled to receive upon exercise of the
award the same number and kind of shares or the same amount of property, cash or securities as such holder would have been entitled
to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of
the number of Ordinary Shares covered by the award at such time (after giving effect to any adjustments in the number of Shares
covered by the Option or Share Purchase Right as provided for in this Section 14); provided that if such consideration received
in the transaction is not solely common stock or ordinary shares of the Successor Corporation, the Administrator may, with the
consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common
stock or ordinary shares of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by
holders of Ordinary Shares in the transaction.


 


(d)          Certain
Distributions. In the event of any distribution to the Company’s shareholders of securities of any other entity or
other assets (other than dividends payable in cash or shares of the Company) without receipt of consideration by the Company, the
Administrator may, in its discretion, appropriately adjust the price per Ordinary Share covered by each outstanding Option or Share
Purchase Right to reflect the effect of such distribution.


 




    	 	-15-	 



     


    

 


15.          Time
of Granting Options and Share Purchase Rights. The date of grant of an Option or Share Purchase Right shall, for all purposes,
be the date on which the Administrator makes the determination granting such Option or Share Purchase Right, or such other date
as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later
of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement
of the Optionee’s employment relationship with the Company. Notice of the determination shall be given to each Employee or
Consultant to whom an Option or Share Purchase Right is so granted within a reasonable time after the date of such grant.


 


16.          Amendment
and Termination of the Plan.


 


(a)          Authority
to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation (other than an adjustment pursuant to Section 14 above) shall be made that would materially and adversely
affect the rights of any Optionee or holder of Share Purchase Rights under any outstanding grant, without his or her consent. In
addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain shareholder approval
of any Plan amendment in such a manner and to such a degree as required.


 


(b)          Effect
of Amendment or Termination. Except as to amendments which the Administrator has the authority under the Plan to make unilaterally,
no amendment or termination of the Plan shall materially and adversely affect Options or Share Purchase Rights already granted,
unless mutually agreed otherwise between the Optionee or holder of the Share Purchase Rights and the Administrator, which agreement
must be in writing and signed by the Optionee or holder and the Company.


 


17.          Conditions
Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant
to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under
the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company
in consultation with its legal counsel. As a condition to the exercise of an Option or Share Purchase Right, the Company may require
the person exercising the 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 law. Shares issued upon exercise of awards granted prior to the date on which the Ordinary
Share becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant
will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject
to such conditions as is reflected in the applicable Option Agreement or Restricted Share Purchase Agreement.


 


18.          Reservation
of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares
as shall be sufficient to satisfy the requirements of the Plan.


 




    	 	-16-	 



     


    

 


19.          Agreements.
Options and Share Purchase Rights shall be evidenced by Option Agreements and Restricted Share Purchase Agreements, respectively,
in such form(s) as the Administrator shall from time to time approve.


 


20.          Shareholder
Approval. If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the shareholders
of the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained
in the manner and to the degree required under the Applicable Laws.


 


21.          Information
and Documents to Optionees and Purchasers. Prior to the date, if any, upon which the Ordinary Share becomes a Listed Security
and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to
each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options
or Share Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period
such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options or Share
Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent
information.


 




    	 	-17-