EX-4.3



 Exhibit 4.3 

CHINA FINANCE ONLINE CO. LTD. 

2014 STOCK INCENTIVE PLAN 
  

	1.	PURPOSE OF PLAN 

 The purpose of the China Finance Online Co. Ltd. 2014 Stock Incentive
Plan (this “PLAN”) is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible
persons of the Group. As used herein, “CORPORATION” means China Finance Online Co. Ltd., a company incorporated in the Hong Kong Special Administrative Region, People’s Republic of China; “SUBSIDIARY” means any corporation
or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation, or in which the Corporation has a variable interest; “GROUP” means the Corporation and its
Subsidiaries, collectively; and “BOARD” means the Board of Directors of the Corporation. 
  

	2.	ELIGIBILITY 

 The Administrator (as such term is defined in Section 3.1) may grant
awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “ELIGIBLE PERSON” is any person who is either: (a) an officer (whether or not a director) or employee of the Group; (b) a
director of any member of the Group; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation in a capital-raising
transaction or as a market maker or promoter of the Corporation’s securities) to the Corporation and who is selected to participate in this Plan by the Administrator. Notwithstanding the foregoing, a person who is otherwise an Eligible Person
under clause (c) above may participate in this Plan only if such participation would not compromise the Corporation’s ability to rely on Rule 701 to exempt from registration under the Securities Act of 1933, as amended (the
“SECURITIES ACT”), or use Form S-8 to register under the Securities Act, the offering and sale of securities issuable under this Plan by the Corporation or the Corporation’s compliance with any other applicable laws. An Eligible
Person who has been granted an award (a “PARTICIPANT”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. 
  

	3.	PLAN ADMINISTRATION 

 3.1 THE ADMINISTRATOR. This Plan shall be
administered by and all awards under this Plan shall be authorized by the Administrator. The “ADMINISTRATOR” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to
administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to
another committee so constituted. Unless otherwise provided in the Memorandum and Articles of Association of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall
constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator. 







 To the extent required by any applicable listing agency, this Plan shall be administered by a
committee composed entirely of independent directors (within the meaning of the applicable listing agency). 
 3.2 POWERS OF THE
ADMINISTRATOR. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case
of a committee, within the authority delegated to that committee or person(s)), including, without limitation, the authority to: 

(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award
under this Plan; 
 (b) grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number
of securities to be offered or awarded to any of such Eligible Persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall
become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the
events of termination or reversion of such awards; 
 (c) approve the forms of award agreements (which need not be identical either as to
type of award or among Participants); 
 (d) construe and interpret this Plan and any agreements defining the rights and obligations of the
Corporation and Participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan; 

(e) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all
outstanding awards, subject to any required consent under Section 8.6.5; 
 (f) accelerate or extend the vesting or exercisability or
extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without
limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5; 

(g) adjust the number of shares subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed
terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6, and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be
approved by shareholders) shall such an adjustment constitute a repricing 

  
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(by amendment, cancellation and regrant, exchange or other means) of the per share exercise or base price of any option or stock appreciation right to a price that is less than the fair market
value of a share (as adjusted pursuant to Section 7) on the date of the grant of the initial award; 
 (h) determine the date of grant
of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the
action granting an award); 
 (i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and
authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7; 

(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration; and 

(k) determine the fair market value of the shares or awards under this Plan from time to time and/or the manner in which such value will be
determined. 
 3.3 BINDING DETERMINATIONS. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the
Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any
Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this
Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefore to the
fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time. 

3.4 RELIANCE ON EXPERTS. In making any determination or in taking or not taking any action under this Plan, the Board or a
committee, as the case may be, may obtain and may rely upon the advice of experts, including employees and professional advisors to the Corporation. No director, officer or agent of any member of the Group shall be liable for any such action or
determination taken or made or omitted in good faith. 
 3.5 DELEGATION. The Administrator may delegate ministerial,
non-discretionary functions to individuals who are officers or employees of any member of the Group or to third parties. 
  

	4.	ORDINARY SHARES SUBJECT TO THE PLAN; SHARE LIMITS 

 4.1 SHARES AVAILABLE.
Subject to the provisions of Section 7.1, the capital stock that may be delivered under this Plan shall be shares of the Corporation’s authorized but unissued ordinary shares (“ORDINARY SHARES”). For purposes of this Plan,
“PLAN SHARES” shall mean the Ordinary Shares of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section
7.1. 

  
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 4.2 SHARE LIMITS. The maximum number of Ordinary Shares that may be delivered
pursuant to awards granted to Eligible Persons under this Plan during calendar year 2014 is equal to 5,000,000 Ordinary Shares; provided, that, as of January 1 of each calendar year thereafter during the term of this Plan, the maximum number of
Ordinary Shares that may be delivered pursuant to awards granted to Eligible Persons under this Plan shall be increased by 3,000,000 Ordinary Shares (as applicable, the “SHARE LIMIT”). Subject to the applicable Share Limit in effect at the
time, there shall be no limit on the aggregate or annual number of Ordinary Shares that may be delivered pursuant to any particular type of award or that may be granted to a particular Eligible Person under this Plan. The Share Limit is subject to
adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10. 
 4.3 AWARDS SETTLED IN CASH, REISSUE
OF AWARDS AND SHARES. To the extent that an award is settled in cash or a form other than Plan Shares, the Plan Shares that would have been delivered had there been no such cash or other settlement shall not be counted against the Ordinary
Shares available for issuance under this Plan. In the event that Plan Shares are delivered in respect of a dividend equivalent, stock appreciation right, or other award, only the actual number of Plan Shares delivered with respect to the award shall
be counted against the Share Limit of this Plan. Plan Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this
Plan shall again be available for subsequent awards under this Plan. Plan Shares that are exchanged by a Participant or withheld by the Corporation as full or partial payment in connection with any award under this Plan, as well as any Plan Shares
exchanged by a Participant or withheld by the Group to satisfy the tax withholding obligations related to any award under this Plan, shall be available for subsequent awards under this Plan. Refer to Section 8.10 for application of the Share
Limit with respect to assumed awards.  
 4.4 RESERVATION OF SHARES; NO FRACTIONAL SHARES; MINIMUM ISSUE. The
Corporation shall at all times reserve a number of Ordinary Shares sufficient to cover the Corporation’s obligations and contingent obligations to deliver Plan Shares with respect to awards then outstanding under this Plan (exclusive of any
dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional Plan Shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional Plan Shares in
settlements of awards under this Plan. No fewer than 1,000 Ordinary Shares may be purchased on exercise of any award (or, in the case of stock appreciation or purchase rights, no fewer than 1,000 rights may be exercised at any one time) unless the
total number purchased or exercised is the total number at the time available for purchase or exercise under the award. 
  

	5.	AWARDS 

 5.1 TYPE AND FORM OF AWARDS. The Administrator shall determine the
type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in  


  
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replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Group. The types of awards that may be granted under this Plan
are: 
 5.1.1 STOCK OPTIONS. A stock option is the grant of a right to purchase a specified number of Plan Shares during a
specified period as determined by the Administrator. The maximum term of each option shall be ten (10) years. When an option is exercised, the exercise price for the Plan Shares to be purchased shall be paid in full in cash or such other method
permitted by the Administrator consistent with Section 5.4. 
 5.1.2 STOCK APPRECIATION RIGHTS. A stock appreciation
right is a right to receive a payment, in cash and/or Plan Shares, equal to the excess of the fair market value of a specified number of Plan Shares on the date the stock appreciation right is exercised over the fair market value of a Plan Share on
the date the stock appreciation right was granted (the “base price”) as set forth in the applicable award agreement, except as follows: (a) in the case of a stock appreciation right granted retroactively in tandem with or as a
substitution for another award, the base price may be no lower than the fair market value of a Plan Share on the date such other award was granted; and (b) in any other circumstances, a stock appreciation right may be granted with a base price
that is less than the fair market value of a Plan Share on the date of grant, provided that any shares delivered in respect of such award shall be charged against the Share Limit. The maximum term of a stock appreciation right shall be ten
(10) years. The Administrator may grant limited stock appreciation rights which are exercisable only upon a change in control or other specified event and may be payable based on the spread between the base price of the stock appreciation right
and the fair market value of a Plan Share during a specified period or at a specified time within a specified period before, after or including the date of such event. 

5.1.3 OTHER AWARDS. The other types of awards that may be granted under this Plan include: (a) stock bonuses, restricted
stock, performance stock, stock units, phantom stock, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Plan Shares, upon the passage of time, the occurrence of one or
more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) any similar securities with a value derived from the value of or related to the Plan Shares and/or returns thereon. 

5.2 AWARD AGREEMENTS. Each award shall be evidenced by a written award agreement in the form approved by the Administrator and
executed on behalf of the Corporation and, if required by the Administrator, executed by the recipient of the award. The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute any or all
award agreements on behalf of the Corporation. The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan. 

5.3 DEFERRALS AND SETTLEMENTS. Payment of awards may be in the form of cash, Plan Shares, other awards or combinations thereof
as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit Participants to elect to defer the issuance of shares or the settlement of awards in cash under such 


  
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rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the
deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. 
 5.4
CONSIDERATION FOR PLAN SHARES OR AWARDS. The purchase price for any award granted under this Plan or the Plan Shares to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the
Administrator, including, without limitation, one or a combination of the following methods: 
  

	 	•	 	services rendered by the recipient of such award; 

  

	 	•	 	cash, check payable to the order of the Corporation, or electronic funds transfer; 

  

	 	•	 	notice and third party payment in such manner as may be authorized by the Administrator; 

  

	 	•	 	the delivery of previously owned Plan Shares; 

  

	 	•	 	by a reduction in the number of Plan Shares otherwise deliverable pursuant to the award; or 

  

	 	•	 	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or
exercise of awards. 

 In no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful
consideration for such shares or for consideration other than consideration permitted by applicable law. In the event that the Administrator allows a Participant to exercise an award by delivering Plan Shares previously owned by such Participant and
unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the Participant at least six
months as of the date of delivery. Plan Shares used to satisfy the exercise price of an option shall be valued at their fair market value on the date of exercise. The Corporation will not be obligated to deliver any Plan Shares unless and until it
receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the
applicable award agreement, the Administrator may at any time eliminate or limit a Participant’s ability to pay the purchase or exercise price of any award or shares by any method other than cash payment to the Corporation. 

5.5 DEFINITION OF FAIR MARKET VALUE. For purposes of this Plan, “fair market value” shall mean, as of any date, the
last sales price for the Plan Shares or the average of trading prices for Plan Shares on the applicable date, as specified by the Administrator: (i) as reported on the principal national securities exchange on which it is then traded or The
Nasdaq  

  
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Stock Market LLC or (ii) if not traded on any such national securities exchange or The Nasdaq Stock Market LLC as quoted on an automated quotation system sponsored by the Financial Industry
Regulatory Authority. If the Plan Shares are not readily tradable on a national securities exchange, The Nasdaq Stock Market LLC or any automated quotation system sponsored by the Financial Industry Regulatory Authority, “fair market
value” shall be set in good faith by the Administrator. The Administrator may, however, provide with respect to one or more awards (1) if the last price for the date in question is not yet known as of the time of the determination, that
the fair market value shall equal the last price of a share of Plan Share as of the immediately preceding trading day, or (2) that the fair market value shall equal the average of the high and low sales prices for a Plan Share for the date in
question or the most recent trading day. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended
favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the
average of high and low daily trading prices) for a specified period preceding the relevant date). 
 5.6 TRANSFER
RESTRICTIONS. 
 5.6.1 LIMITATIONS ON EXERCISE AND TRANSFER. Unless otherwise expressly provided in (or
pursuant to) this Section 5.6, by applicable law and by the award agreement, as the same may be amended, (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment,
pledge, encumbrance or charge; (b) awards shall be exercised only by the Participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the Participant. 

5.6.2 EXCEPTIONS. The Administrator may permit awards to be exercised by and paid to certain persons or entities related to the
Participant, including but not limited to members of the Participant’s immediate family, trusts or other entities controlled by or whose beneficiaries or beneficial owners are the Participant and/or members of the Participant’s immediate
family, pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may establish. Consistent with Section 8.1, any permitted transfer shall be subject to the condition that the Administrator
receive evidence satisfactory to it that the transfer (a) is being made for essentially donative, estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration or in exchange
for an interest in a qualified transferee), and (b) will not compromise the Corporation’s ability to rely on Rule 701, or register Plan Shares issuable under this Plan on Form S-8, under the Securities Act. Notwithstanding the foregoing or
anything in Section 5.6.3, restricted stock awards shall be subject to any and all additional transfer restrictions under the United States Internal Revenue Code of 1986, as amended (the “CODE”) to the extent necessary to maintain the
intended tax consequences of such awards. 
 5.6.3 FURTHER EXCEPTIONS TO LIMITS ON TRANSFER. The exercise and transfer
restrictions in Section 5.6.1 shall not apply to: 
 (a) transfers to the Corporation, 

  
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 (b) the designation of a beneficiary to receive benefits in the event of the Participant’s
death or, if the Participant has died, transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution, 

(c) transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the
Administrator, 
 (d) if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by his or
her legal representative, or 
 (e) the authorization by the Administrator of “cashless exercise” procedures with third parties
who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator. 

5.7 INTERNATIONAL AWARDS. One or more awards may be granted to Eligible Persons who provide services to the Group outside of the
United States. If necessary, awards granted to such Eligible Persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator. 

 

	6.	EFFECT OF TERMINATION OF SERVICE ON AWARDS 

 6.1 GENERAL. The Administrator
shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award.
Notwithstanding the foregoing, unless the Board expressly otherwise provides, if the Participant is not an employee of any member of the Group and provides other services to the Group, the Administrator shall be the sole judge for purposes of this
Plan (unless a contract or the award otherwise provides) of whether the Participant continues to render services to the Group and the date, if any, upon which such services shall be deemed to have terminated. Unless the Board otherwise expressly
provides, (1) to the extent an outstanding option granted under this Plan has not become vested and exercisable on the date the Participant’s employment by or service to the Group terminates, the option to the extent unvested and
unexercisable shall terminate, and (2) any shares subject to a restricted stock award that remain subject to restrictions at the time the Participant’s employment by or service to the Group terminates shall not vest and the Corporation
shall have the right to reacquire any such unvested shares subject to such award in such manner and on such terms as the Administrator provides, which terms shall include return or repayment of the lower of the Fair Market Value or the original
purchase price of the restricted shares, without interest, to the Participant to the extent not prohibited by law. 
 6.2
EVENTS NOT DEEMED TERMINATIONS OF SERVICE. Unless Group policy or the Administrator otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or
(c) any other leave of absence authorized by the Group or the Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 90 days. In the case
of any employee of any member of the Group on an approved  

  
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leave of absence, continued vesting of the award while on leave from the employ of such member of the Group may be suspended until the employee returns to service, unless the Administrator
otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the award agreement. 

6.3 EFFECT OF CHANGE OF SUBSIDIARY STATUS. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of
the Corporation a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of another member of the Group after
giving effect to the Subsidiary’s change in status. 
  

	7.	ADJUSTMENTS; ACCELERATION 

 7.1 ADJUSTMENTS. Upon or in contemplation of:
any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split (“stock split”); any merger, combination, consolidation, or other reorganization; any spin-off, split-up,
or similar extraordinary dividend distribution in respect of the Plan Shares (whether in the form of securities or property); any exchange of Plan Shares or other securities of the Corporation, or any similar, unusual or extraordinary corporate
transaction in respect of the Plan Shares; or a sale of all or substantially all the business or assets of the Corporation as an entirety; then the Administrator shall, in such manner, to such extent (if any) and at such time as it deems appropriate
and equitable in the circumstances: 
 7.1.1 proportionately adjust any or all of (1) the number and type of Plan Shares (or
other securities) that thereafter may be made the subject of awards (including the Share Limit), (2) the number, amount and type of Plan Shares (or other securities or property) subject to any or all outstanding awards, (3) the grant,
purchase, or exercise price (which term includes the base price of any stock appreciation right or similar right) of any or all outstanding awards, (4) the securities, cash or other property deliverable upon exercise or payment of any
outstanding awards, or (5) (subject to Section 7.7) the performance standards applicable to any outstanding awards, or 
 7.1.2
make provision for a cash payment or for the assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon the
distribution or consideration payable to holders of the Plan Shares upon or in respect of such event. 
 The Administrator may adopt such
valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, stock appreciation rights or similar rights, but without limitation on other methodologies, may base
such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award. 

In any of such events, the Administrator may take such action prior to such event to the extent that the Administrator deems the action
necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is 

  
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or will be available to shareholders generally. In the case of any stock split or reverse stock split, if no action is taken by the Administrator, the proportionate adjustments contemplated by
clause (a) above shall nevertheless be made. 
 7.2 AUTOMATIC ACCELERATION OF AWARDS. Upon a dissolution of the
Corporation or other event described in Section 7.1 that the Corporation does not survive (or does not survive as a public company in respect of its Ordinary Shares), then each then outstanding option and stock appreciation right shall become
fully vested, all shares of restricted stock then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award; provided that such
acceleration provision shall not apply, unless otherwise expressly provided by the Administrator, with respect to any award to the extent that the Administrator has made a provision for the substitution, assumption, exchange or other continuation or
settlement of the award, or the award would otherwise continue in accordance with its terms, in the circumstances. 
 7.3
POSSIBLE ACCELERATION OF AWARDS. Without limiting Section 7.2, in the event of a Change in Control Event (as defined below), the Administrator may, in its discretion, provide that any outstanding option or stock appreciation right shall
become fully vested, that any share of restricted stock then outstanding shall fully vest free of restrictions, and that any other award granted under this Plan that is then outstanding shall be payable to the holder of such award. The Administrator
may take such action with respect to all awards then outstanding or only with respect to certain specific awards identified by the Administrator in the circumstances. For purposes of this Plan, “CHANGE IN CONTROL EVENT” means any of the
following: 
 (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (a “PERSON”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then-outstanding Ordinary Shares of the Corporation (the “OUTSTANDING
ORDINARY SHARES”) or (2) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “OUTSTANDING VOTING SECURITIES”); provided, however,
that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliate of the Corporation or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with Sections (c)(1),
(2) and (3) below; 
 (b) Individuals who, as of the Effective Date, constitute the Board (the “INCUMBENT BOARD”) cease
for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Corporation’s shareholders, was
approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall
be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; 

  
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 (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Corporation or any of its Subsidiaries, a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation
or any of its Subsidiaries (each, a “BUSINESS COMBINATION”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding
Ordinary Shares and the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding ordinary shares and the combined voting power of the
then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction,
owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “PARENT”)) in substantially the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Ordinary Shares and the Outstanding Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust)
of the Corporation or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding ordinary shares of the entity resulting from such Business
Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 20% existed prior to the Business Combination, and (3) at least a majority of the members of
the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business
Combination; or 
 (d) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation other
than in the context of a transaction that does not constitute a Change in Control Event under clause (c) above. 
 7.4 EARLY
TERMINATION OF AWARDS. Any award that has been accelerated as required or contemplated by Section 7.2 or 7.3 (or would have been so accelerated but for Section 7.5, 7.6 or 7.7) shall terminate upon the related event referred to
in Section 7.2 or 7.3, as applicable, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation or
settlement of such award and provided that, in the case of options and stock appreciation rights that will not survive, be substituted for, assumed, exchanged, or otherwise continued or settled in the transaction, the holder of such award shall be
given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding options and stock appreciation rights in accordance with their terms before the termination of such awards (except that in
no case shall more than ten days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event). 

  
 11 








 7.5 OTHER ACCELERATION RULES. Any acceleration of awards pursuant to this
Section 7 shall comply with applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than 30
days before the event. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an award if an event giving rise to an
acceleration does not occur. The Administrator may override the provisions of Section 7.2, 7.3, 7.4 and/or 7.6 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant
to the award agreement or otherwise, in such circumstances as the Administrator may approve.  
 7.6 POSSIBLE RESCISSION OF
ACCELERATION. If the vesting of an award has been accelerated expressly in anticipation of an event or upon shareholder approval of an event and the Administrator later determines that the event will not occur, the Administrator may rescind the
effect of the acceleration as to any then outstanding and unexercised or otherwise unvested awards. 
 7.7 GOLDEN PARACHUTE
LIMITATION. Notwithstanding anything else contained in this Section 7 to the contrary, in no event shall an award be accelerated under this Plan to an extent or in a manner which would not be fully deductible by the Group for federal income
tax purposes because of Section 280G of the Code, nor shall any payment hereunder be accelerated to the extent any portion of such accelerated payment would not be deductible by the Group because of Section 280G of the Code. For the
avoidance of doubt, to the extent that any payment or benefit contemplated herein or in an award agreement, either alone or with other payments or benefits payable to a Participant, are considered to be “excess parachute payments” for
purposes of Section 280G of the Code, the Participant shall forfeit the right to receive such payment or benefit. If a Participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute
“parachute payments” as defined in Section 280G of the Code, then the Participant may by written notice to the Corporation designate the order in which such parachute payments will be reduced or modified so that the Group is not
denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code. Notwithstanding the foregoing, an employment or other agreement with the Participant may expressly provide for benefits in excess
of amounts determined by applying the foregoing Section 280G limitations. 
  

	8.	OTHER PROVISIONS 

 8.1 COMPLIANCE WITH LAWS. This Plan, the granting and
vesting of awards under this Plan, the offer, issuance and delivery of Plan Shares, the acceptance of promissory notes and/or the payment of money under this Plan or under awards are subject to compliance with all applicable national, federal and
state laws, rules and regulations (including but not limited to state and federal securities law, federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the
Group, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation, provide such assurances and representations to the Corporation as the Administrator may deem
necessary or desirable to assure compliance with all applicable legal and accounting requirements. 

  
 12 








 8.2 EMPLOYMENT STATUS. No person shall have any claim or rights to be granted an
award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary. 

8.3 NO EMPLOYMENT/SERVICE CONTRACT. Nothing contained in this Plan (or in any other documents under this Plan or in any award)
shall confer upon any Eligible Person or other Participant any right to continue in the employ or other service of any member of the Group, constitute any contract or agreement of employment or other service or affect an employee’s status as an
employee at will, nor shall interfere in any way with the right of such member of the Group to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this
Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement. 

8.4 PLAN NOT FUNDED. Awards payable under this Plan shall be payable in Plan Shares or from the general assets of the
Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No Participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Plan
Shares, except as expressly otherwise provided) of any member of the Group by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant
to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between any member of the Group and any Participant, beneficiary or other person. To the extent that a Participant, beneficiary
or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Group. 

8.5 TAX WITHHOLDING. Upon any exercise, vesting, or payment of any award, the Group shall have the right at its option to:

 (a) require the Participant (or the Participant’s personal representative or beneficiary, as the case may be) to pay or provide
for payment of at least the minimum amount of any taxes which the Group may be required to withhold with respect to such award event or payment; or 

(b) deduct from any amount otherwise payable in cash to the Participant (or the Participant’s personal representative or beneficiary, as
the case may be) the minimum amount of any taxes which the Group may be required to withhold with respect to such cash payment. 
 In any
case where a tax is required to be withheld in connection with the delivery of Plan Shares under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the
Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of Plan Shares to be delivered by (or otherwise reacquire) the appropriate number of
Plan Shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or
payment. In no event shall 

  
 13 








 
the Plan Shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law. The Corporation may, with the Administrator’s approval, accept one or
more promissory notes from any Eligible Person in connection with taxes required to be withheld upon the exercise, vesting or payment of any award under this Plan; provided that any such note shall be subject to terms and conditions established by
the Administrator and the requirements of applicable law. 
 8.6 EFFECTIVE DATE, TERMINATION AND SUSPENSION,
AMENDMENTS. 
 8.6.1 EFFECTIVE DATE. This Plan is effective as of
                 . 2014, the date of its approval by the Board (the “EFFECTIVE DATE”). This Plan shall be submitted for and subject to shareholder approval,
and any awards granted prior to receipt of such shareholder approval shall also be subject to shareholder approval. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of
the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the
Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan. 

8.6.2 BOARD AUTHORIZATION. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or
in part. No awards may be granted during any period that the Board suspends this Plan. 
 8.6.3 SHAREHOLDER APPROVAL. To the extent
then required by applicable law or any applicable listing agency, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval. 

8.6.4 AMENDMENTS TO AWARDS. Without limiting any other express authority of the Administrator under (but subject to) the express limits
of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and
(subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the limitations set forth in Section
3.2(g). 
 8.6.5 LIMITATIONS ON AMENDMENTS TO PLAN AND AWARDS. No amendment, suspension or termination of this Plan or change of or
affecting any outstanding award shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Group under any award granted under this
Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6. 

  
 14 








 8.7 PRIVILEGES OF SHARE OWNERSHIP. Except as otherwise expressly authorized by the
Administrator or this Plan, a Participant shall not be entitled to any privilege of share ownership as to any Plan Shares not actually delivered to and held of record by the Participant. No adjustment will be made for dividends or other rights as a
shareholder for which a record date is prior to such date of delivery. 
 8.8 GOVERNING LAW; CONSTRUCTION;
SEVERABILITY. 
 8.8.1 CHOICE OF LAW. This Plan, the awards, all documents evidencing awards and all other related
documents shall be governed by, and construed in accordance with the laws of the Hong Kong Special Administrative Region, People’s Republic of China. 

8.8.2 SEVERABILITY. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions
of this Plan shall continue in effect. 
 8.9 CAPTIONS. Captions and headings are given to the sections and subsections of
this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof. 

8.10 STOCK-BASED AWARDS IN SUBSTITUTION FOR STOCK OPTIONS OR AWARDS GRANTED BY OTHER CORPORATION. Awards may be granted to
Eligible Persons under this Plan in substitution for or in connection with an assumption of employee stock options, stock appreciation rights, restricted stock or other stock-based awards granted by other entities to persons who are or who will
become Eligible Persons in respect of the Group, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Group, directly or indirectly, of all or a
substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent
with the conversion applicable to the Plan Shares in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the
assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become
employed by any member of the Group in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit under this Plan. 

8.11 NON-EXCLUSIVITY OF PLAN. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the
Administrator to grant awards or authorize any other compensation, with or without reference to the Plan Shares, under any other plan or authority. 

8.12 NO CORPORATE ACTION RESTRICTION. The existence of this Plan, the award agreements and the awards granted hereunder shall
not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of
the Corporation or any subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any subsidiary, (c) any issue of bonds, debentures,  

  
 15 








 
capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any subsidiary, (d) any dissolution or liquidation of the
Corporation or any subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any subsidiary, or (f) any other corporate act or proceeding by the Corporation or any subsidiary. No Participant,
beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any subsidiary, as a result
of any such action. 
 8.13 OTHER BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits received by a Participant
under an award made pursuant to this Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the
Corporation or any subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or
commitments under any other plans or arrangements of the Corporation or its subsidiaries. 

  
 16 








 FORM OF STOCK OPTION AGREEMENT 

PURSUANT TO THE 
 CHINA
FINANCE ONLINE CO. LTD 
 2014 STOCK INCENTIVE PLAN 

This STOCK OPTION AGREEMENT (this “Agreement”), is entered into as of
            by and between China Finance Online Co. Limited (the “Corporation”) and XXXX (the “Participant”). 

Preliminary Statement 

The Administrator of the China Finance Online Co. Ltd. 2014 Stock Incentive Plan (the “Plan”) has authorized this grant of a stock
option to purchase                     Ordinary Shares at a price per Ordinary Share of
                (the “Option Price”), to the Participant, as an Eligible Person of the Group, on
                  ,     (the “Grant Date”), subject in all respects to the terms and conditions set forth herein and in the Plan (the
“Option”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this
Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations. 

Accordingly, the parties hereto agree as follows: 

1. Grant of Option. Effective as of the Grant Date and subject to the terms and conditions set forth in the Plan and this
Agreement, the Administrator has granted to the Participant, pursuant to the Plan, the Option. 
 2. Vesting and Exercise.
Subject to Section 3 of this Agreement and the Plan, the Option shall vest and become exercisable as follows: 
  

					
	 Date on Which Installment Vests

and Becomes Exercisable
	 	Percentage of Ordinary Shares in
Installment	 
	 [Insert 1 year anniversary of Grant Date]
	 	 	[36	%] 
		
	 [Insert last day of the first calendar quarter following the 1 year anniversary of Grant Date and the last day of each of the seven
succeeding calendar quarters]
	 	 	[8	%] 

 To the extent that the Option has become vested and exercisable as provided above, such vested portion of the Option may
thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with the methods of exercise provided in Section 5.1.1 of the Plan,
including, without limitation, by the filing of any written form of exercise notice as may be required by the 

  
 17 








 
Administrator and payment in full of the Option Price multiplied by the number of Ordinary Shares underlying the portion of the Option exercised or such other method permitted by the
Administrator consistent with Section 5.4 of the Plan. Upon expiration of the Option, the Option shall be canceled and no longer exercisable. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all
vesting shall occur only on the appropriate vesting date. 
 3. Termination. The Option terminates on the 10th anniversary of
the Grant Date, except in the event of the termination of employment, service or directorship of the Participant as applicable (the “Termination”), or as otherwise provided in the Plan. The entire Option (including the vested but
unexercised portion and unvested portion) will immediately terminate upon a Termination of the Participant, except that (i) if the Termination is because of death, disability or retirement (as determined by the Administrator in its sole
discretion), the portion of the Option that is vested and unexercised as of the date of the Termination (the “Vested Portion”) will remain exercisable for ninety (90) days following the Termination, and (ii) if the Termination is
voluntary by the Participant (and not related to the Participant’s retirement, as determined by the Administrator in its sole discretion), the Vested Portion will remain exercisable for thirty (30) days after Termination, although in all
cases the Option will never be exercisable after the 10th anniversary of the Grant Date. Upon a Termination by action of the Group, the entire Option (including any Vested Portion and unvested portion) shall terminate immediately. The Participant
will not be deemed to have experienced a Termination until he or she no longer serves as any of (i) an employee of, or consultant to, the Group, or (ii) a member of the Board. Notwithstanding the foregoing, the vesting and exercisability
of the Option may be accelerated pursuant to Sections 7.2, 7.3, 7.4, 7.5 and 7.6 of the Plan. 
 4. Restriction on Transfer of
Option. Unless otherwise permitted by the Administrator, the Option is non-transferable, except that, in the event of the Participant’s death, it may be transferred by will or the laws of descent and distribution. Only the
Participant (or the guardian or legal representative of the Participant) may exercise the Option. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or herein), and the Option
shall not be subject to execution, attachment or similar process. Upon any attempt to transfer the Option or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, such
transfer shall be void and of no effect and the Corporation shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent. 

5. Rights as a Stockholder. The Participant shall have no rights as a shareholder with respect to the Ordinary Shares covered by
the Option unless and until the Participant has become the holder of record of the Ordinary Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any Ordinary Shares, except as
otherwise specifically provided for in the Plan. 
 6. Provisions of Plan Control. This Agreement is subject to all of the
terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Administrator and as may be in effect
from time to time. The Plan is incorporated herein 

  
 18 








 
by reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be
deemed to be modified accordingly. 
 7. Entire Agreement. This Agreement contains the entire understanding of the parties
with respect to the Option (other than any exercise notice or other documents expressly contemplated herein or in the Plan) and supersedes any prior agreement between the Corporation and the Participant with respect to the Option. 

8. No Obligation to Continue Employment or Service. This Agreement is not an agreement of employment or service. This Agreement
does not guarantee that the Group will employ or retain the Participant for any specific time period, nor does it modify in any respect the Group’s right to terminate or modify the Participant’s employment or service or compensation. 

9. Notices. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or
delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided, provided that, unless and until some other address be so designated,
all notices or communications by the Participant to the Corporation shall be mailed or delivered to the Corporation at 9/F, Tower C, Corporate Square, 35, Financial Street, Xicheng District, Beijing China, 100033 and all notices or communications by
the Corporation to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Corporation’s records. Any notice so addressed shall be deemed
to be given: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing; and (iii) if mailed by registered or certified mail, on
the third business day after the date of such mailing. 
 IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year
first above written. 
 CHINA FINANCE ONLINE CO. LIMITED 
  

			
	By:	 	  

	Authorized Officer
	
	  

	Participant


  
 19 








 FORM OF RESTRICTED SHARE AGREEMENT 

PURSUANT TO THE 
 CHINA
FINANCE ONLINE CO. LTD 
 2014 STOCK INCENTIVE PLAN 

This RESTRICTED SHARE AGREEMENT (this “Agreement”), is entered into as of         
     ,         by and between China Finance Online Co. Limited (the “Corporation”) and XXXX (the “Participant”). 

Preliminary Statement 

The Administrator of the China Finance Online Co. Ltd. 2014 Stock Incentive Plan (the “Plan”) has authorized this grant (the
“Award”) of                 Ordinary Shares, which shall be subject to the restrictions set forth herein and in the Plan (for the period during which such
restrictions are in effect, the Ordinary Shares subject to such restrictions shall be referred to herein as the “Restricted Shares”), to the Participant, as an Eligible Person of the Group, on
              ,         (the “Grant Date”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the
meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this
Agreement and all applicable laws and regulations. 
 Accordingly, the parties hereto agree as follows: 

10. Grant of Restricted Shares. Effective as of the Grant Date and subject to the terms and conditions set forth in the Plan and
this Agreement, the Administrator has granted to the Participant, pursuant to the Plan, the Restricted Shares subject to the restrictions set forth in this Agreement and the Plan. The Restricted Shares shall be evidenced by a book entry account
maintained by the Corporation (or its designee) on behalf of the Participant, and such book entry shall be noted appropriately to record the restrictions on the Restricted Shares imposed hereby. Certificates evidencing the Ordinary Shares shall only
be issued to the Participant if and when the applicable restrictions on the Restricted Shares lapse in accordance with the terms of this Agreement and the Plan. 

11. Vesting. Subject to Section 3 of this Agreement and the Plan, the Award shall vest as follows: 

 

					
	 Date on Which Installment of Restricted Shares Vests
	 	Percentage of Restricted Shares in
Installment	 
	 [Insert 1 year anniversary of Grant Date]
	 	 	36	% 
		
	 [Insert last day of the first calendar quarter following the 1 year anniversary of Grant Date] and the last day of each
of the seven succeeding calendar quarters
	 	 	8	% 


  
 20 








 There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting
shall occur only on the appropriate vesting date. 
 12. Termination. The Participant shall forfeit any unvested Restricted
Shares in the event of the termination of employment, service or directorship of the Participant as applicable (whether by Termination by action of the Group or otherwise) (the “Termination”). The Participant will not be deemed to have
experienced a Termination until he or she no longer serves as any of (i) an employee of, or consultant to, the Group, or (ii) a member of the Board. Notwithstanding the foregoing, the vesting of the Restricted Shares may be accelerated
pursuant to Sections 7.2, 7.3, 7.4, 7.5 and 7.6 of the Plan. 
 13. Restriction on Transfer of Award. Unless otherwise
permitted by the Administrator, the Award is non-transferable. In addition, the Award shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or herein), and the Award shall not be subject to execution,
attachment or similar process. Upon any attempt to transfer the Award or in the event of any levy upon the Award by reason of any execution, attachment or similar process contrary to the provisions hereof, such transfer shall be void and of no
effect and the Corporation shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent. 

14. Rights as a Stockholder. The Participant shall have no rights as a shareholder with respect to the Restricted Shares covered
by the Award unless and until the restrictions on such Restricted Shares have lapsed in accordance with the terms of this Agreement and the Plan and the Participant has become the holder of record of the Ordinary Shares, and no adjustments shall be
made for dividends in cash or other property, distributions or other rights in respect of any Ordinary Shares, except as otherwise specifically provided for in the Plan. 

15. Provisions of Plan Control. This Agreement is subject to all of the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Administrator and as may be in effect from time to time. The Plan is incorporated herein by
reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. 

16. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the Award (other
than any documents expressly contemplated herein or in the Plan) and supersedes any prior agreement between the Corporation and the Participant with respect to the Award.  

17. No Obligation to Continue Employment or Service. This Agreement is not an agreement of employment or service. This Agreement
does not guarantee that the Group will employ or retain the Participant for any specific time period, nor does it modify in any respect the Group’s right to terminate or modify the Participant’s employment or service or compensation. 

  
 21 








 18. Notices. Every notice or other communication relating to this Agreement shall
be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided, provided that, unless and
until some other address be so designated, all notices or communications by the Participant to the Corporation shall be mailed or delivered to the Corporation at 9/F, Tower C, Corporate Square, 35, Financial Street, Xicheng District, Beijing China,
100033 and all notices or communications by the Corporation to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Corporation’s
records. Any notice so addressed shall be deemed to be given: (i) if delivered by hand, on the date of such delivery; (ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing; and
(iii) if mailed by registered or certified mail, on the third business day after the date of such mailing. 
 IN WITNESS WHEREOF, the
parties have executed this Agreement on the date and year first above written. 
  

			
	CHINA FINANCE ONLINE CO. LIMITED
		
	By:	 	  

		 	Authorized Officer


  

	
	  

	 XXXX



  
 22