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 Structure Therapeutics Inc. 2023 Equity Incentive Plan Adopted by the Board of Directors: January 11, 2023Approved by the Shareholders: January 19, 2023 IPO Date: February 2, 2023 1.   General.
 (a)  Successor to and Continuation of Prior Plan.
 (b)  Plan Purpose.
 (c)  Available Awards.
 (d) Adoption Date; Effective Date.
 2.    Shares Subject to the Plan.
 (a)     Share Reserve.
 (b) Aggregate Incentive Share Option Limit.
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 (c)  Share Reserve Operation.
 (i) Limit Applies to Shares Issued Pursuant to Awards.
 (ii) Actions that Do Not Constitute Issuance of Shares and Do Not Reduce Share Reserve. i.e.
 (iii)  Reversion of Previously Issued Shares to Share Reserve.
 3.  Eligibility and Limitations.
 (a) Eligible Award Recipients.
 (b) Specific Award Limitations.
 (i) Limitations on Incentive Share Option Recipients.
 (ii) Incentive Share Option $100,000 Limitation.
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 (iii) Limitations on Incentive Share Options Granted to Ten Percent Shareholders.
 (iv) Limitations on Nonstatutory Share Options and SARs.
 (c) Aggregate Incentive Share Option Limit.
 (d) Non-Employee Director Compensation Limit.
 4.    Options and Share Appreciation Rights.
 Each Option and SAR will have such terms and conditions as determined by the Board.  Each Option will be designated in writing as an Incentive Share Option or Nonstatutory Share Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory Share Option, and the Shares purchased upon exercise of each type of Option will be separately accounted for.  Each SAR will be denominated in Share equivalents.  The terms and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
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 (a) Term.
 (b) Exercise or Strike Price.
 (c)  Exercise Procedure and Payment of Exercise Price for Options.
 (i)
 (ii)
 (iii)
 (iv)
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 (v)
 (d) Exercise Procedure and Payment of Appreciation Distribution for SARs.
 (e) Transferability. provided, further
 (i) Restrictions on Transfer.
 (ii) Domestic Relations Orders.
 (f)  Vesting.
 (g) Termination of Continuous Service for Cause.
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 (h) Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause.
 (i)
 (ii)
 (iii)
 (iv)
 Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the Shares subject to the terminated Award, or any consideration in respect of the terminated Award. (i) Restrictions on Exercise; Extension of Exercisability.
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 (j)    Non-Exempt Employees.
 (k) Whole Shares.
 5.    Awards Other Than Options and Share Appreciation Rights.
 (a)   Restricted Share Awards and RSU Awards.
 (i) Form of Award.
 (1)
 (2)
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 (ii) Consideration.
 (1)
 (2)
 (iii) Vesting.
 (iv) Termination of Continuous Service.
 (v) Dividends and Dividend Equivalents.
 (vi)   Settlement of RSU Awards.
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 (b)      Performance Awards.
 (c)  Other Awards.
 6.  Adjustments upon Changes in Shares; Other Corporate Events.
 (a)   Capitalization Adjustments.
 (b) Dissolution or Liquidation.
 (c) Corporate Transaction.
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 (i) Awards May Be Assumed.
 (ii) Awards Held by Current Participants. Current Participants
 (iii) Awards Held by Persons other than Current Participants.
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 (iv) Payment for Awards in Lieu of Exercise.
 (d) Appointment of Shareholder Representative.
 (e) No Restriction on Right to Undertake Transactions.
 7.   Administration.
 (a) Administration by Board.
 (b) Powers of Board.
 (i)
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 (ii)
 (iii)
 (iv)
 (v)
 (vi)
 (vii) ,
 (viii)
 (ix) provided however
 (x)
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 (xi)
 (xii)
 (c)  Delegation to Committee.
 (i)  General.
 (ii)  Rule 16b-3 Compliance.
 (d)  Effect of Board’s Decision.
 (e) Delegation to Other Person or Body.
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 provided, however
 8.  Tax Withholding .
 (a) Withholding Authorization.
 (b) Satisfaction of Withholding Obligation.
 (c) No Obligation to Notify or Minimize Taxes; No Liability to Claims.
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 (d) Withholding Indemnification.
 9.  Miscellaneous.
 (a) Source of Shares.
 (b) Use of Proceeds from Sales of Shares.
 (c) Corporate Action Constituting Grant of Awards.
 (d) Shareholder Rights.
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 (e) No Employment or Other Service Rights.
 (f) Change in Time Commitment.
 (g) Execution of Additional Documents.
 (h) Electronic Delivery and Participation.
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 (i) Clawback/Recovery.
 (j) Securities Law Compliance.
 (k) Transfer or Assignment of Awards; Issued Shares.
 (l) Effect on Other Employee Benefit Plans.
 (m) Deferrals.
 (n) Section 409A.
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 (o) Choice of Law .
 10.  Covenants of the Company.
 (a)  Compliance with Law.
 11.  Additional Rules for Awards Subject to Section 409A.
 (a) Application.
 (b) Non-Exempt Awards Subject to Non-Exempt Severance Arrangements.
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 (i) st th
 (ii) th
 (iii)
 (c) Treatment of Non-Exempt Awards Upon a Corporate Transaction for Employees and Consultants.
 (i) Vested Non-Exempt Awards.
 (1)
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 (2)
 (ii) Unvested Non-Exempt Awards.
 (1)
 (2)
 (3)
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 (d) Treatment of Non-Exempt Awards Upon a Corporate Transaction for Non-Employee Directors.
 (i)
 (ii)
 (e)
 (i)
 (ii)
 (iii)
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 (iv)
 12.  Severability.
 If all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid.  Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 13.  Termination of the Plan.
 The Board may suspend or terminate the Plan at any time.  No Incentive Share Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date; or (ii) the date the Plan is approved by the Company’s shareholders.  No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
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 14.  Definitions.
 As used in the Plan, the following definitions apply to the capitalized terms indicated below: (a) Acquiring Entity
 (b) Adoption Date
 (c)  ADSs
 (d) Affiliate
 (e) Applicable Law
 (f) Award
 (g) Award Agreement
 (h) Board
 (i) Capitalization Adjustment
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 (j) Cause
 (k) Change in Control Change of Control
 (i) Subject Person
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 (ii)
 (iii)
 (iv) Incumbent Board
 Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply. (l) Code
 (m) Committee
 (n) Company
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 (o) Compensation Committee
 (p) Consultant
 (q) Continuous Service ,
 (r) Corporate Transaction
 (i)
 (ii)
 (iii)
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 (iv)
 (s) Director
 (t) determine or determined
 (u) Disability
 (v) Effective Date
 (w) Employee
 (x) Employer
 (y) Entity
 (z) Exchange Act
 (aa) Exchange Act Person
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 (bb) Fair Market Value
 (i)
 (ii)
 (iii)
 (cc) Governmental  Body
 (dd) Grant Notice
 (ee) Incentive Share Option
 (ff) IPO Date
 (gg) Materially Impair
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 (hh) Non-Employee Director  Regulation S-K
 (ii) Non-Exempt Award
 (jj) Non-Exempt Director Award
 (kk) Non-Exempt Severance Arrangement Separation from Service
 (ll) Nonstatutory Share Option
 (mm) Officer
 (nn) Option
 (oo) Option Agreement
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 (pp) Optionholder
 (qq)  Ordinary Shares
 (rr) Other Award
 (ss)  Other Award Agreement
 (tt) Own,  Owned,  Owner,  Ownership
 (uu) Participant
 (vv) Performance Award
 (ww) Performance Criteria
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 (xx)  Performance Goals
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 (yy) Performance Period
 (zz) Plan
 (aaa) Plan Administrator
 (bbb) Post-Termination Exercise Period
 (ccc) Prior Plan’s Available Reserve
 (ddd) Prior Plan
 (eee) Prospectus
 (fff) Restricted Share Award RSA
 (ggg) Restricted Share Award Agreement
 (hhh) Returning Shares
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 (iii) RSU Award RSU
 (jjj)  RSU Award Agreement
 (kkk) Rule 16b-3
 (lll) Rule 405
 (mmm) Section 409A
 (nnn) Section 409A Change in Control
 (ooo) Securities Act
 (ppp)  Share
 (qqq) Share Reserve
 (rrr) Share Appreciation Right SAR
 (sss) SAR Agreement
 (ttt) Subsidiary
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 (uuu) Ten Percent Shareholder
 (vvv) Trading Policy
 (www) Unvested Non-Exempt Award
 (xxx) Vested Non-Exempt Award
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