Exhibit 10.17


 


ZHONGCHAO INC.


EQUITY INCENTIVE PLAN


 


1. Purposes of the Plan.


 


The purposes of this Zhongchao Inc. Equity Incentive
Plan (the “Plan”) is to enable Zhongchao Inc., a Cayman Islands exempted company (the “Company”)
to attract and retain the services of employees, directors and consultants considered essential to the success of the Company and
the Group Members (as defined below) (collectively, the “Group”) by providing additional incentives to promote
the success of the Group as a whole. Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights and Share Payments
(each as defined below) may be granted under the Plan.


 


2. Definitions and Interpretation.


 


(a) Definitions.
In this Plan, unless the context otherwise requires, the following expressions shall have the following meanings:


 


“Administrator” means the
Board or one or more directors or officer(s) of the Company whom the Board has delegated its authority to act as the Administrator
as provided in Section 4(e).


 


“Applicable Law” means the
legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other
laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any
jurisdiction applicable to Awards granted to residents therein.


 


“Award” means an Option,
Restricted Share, Restricted Share Unit, Share Appreciation Right or Share Payment award granted to a Participant pursuant to the
Plan.


 


“Award Agreement” means
any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.


 


“Board” means the board
of directors of the Company.


 


“Business” means any Person
that carries on activities for profit, and shall be deemed to include any affiliate of such Person.


 


“Cause” means, with respect to
a Participant in the case of a particular Award, unless the particular Award Agreement states otherwise, (a) the applicable
Group Member having “cause,” “just cause” or term of similar meaning or import, to terminate a Participant’s
employment or service, as defined in any employment, consulting or services agreement between the Participant and such Group Member
in effect at the time of such termination; or (b) in the absence of any such employment, consulting or services agreement
(or the absence of any definition of “cause,” “just cause” or term of similar meaning or import contained
therein), the following events or conditions, as determined by the Administrator in its sole discretion:


 


(i) any commission of
an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts, or commission of a criminal offense;


 


(ii) any material breach
of any agreement or understanding between the Participant and any Group Member including, without limitation, any applicable intellectual
property and/or invention assignment, employment, non-competition, confidentiality or other similar agreement or the
Group Member’s code of conduct, employee handbook, or other workplace rules;


 


(iii) any material misrepresentation
or omission of any material fact in connection with the Participant’s employment with any Group Member or service as a Service
Provider or to satisfy the requirements or working standards of the applicable Group Member during any applicable probationary
employment period;


 






     


     


    

 


(iv) any material failure
to perform the customary duties as an Employee, Consultant or Director, to obey the reasonable directions of a supervisor or to
abide by the policies or codes of conduct of the Company or any other Group Member; or


 


(v) any conduct that
is materially adverse to the name, reputation or interests of the Group Members.


 


“Change in Control” means
any of the following transactions:


 


(i) an amalgamation,
arrangement, merger, consolidation or scheme of arrangement in which the Company is not the surviving entity, except for a transaction
the principal purpose of which is to change the jurisdiction in which the Company is incorporated or which following such transaction
the holders of the Company’s voting shares immediately prior to such transaction own more than fifty percent (50%) of the
voting shares of the surviving entity;


 


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


 


(iii) the completion
of a voluntary or insolvent liquidation or dissolution of the Company;


 


(iv) any takeover, reverse
takeover, scheme of arrangement, or series of related transactions culminating in a reverse takeover or scheme of arrangement (including,
but not limited to, a tender offer followed by a takeover or reverse takeover) in which the Company survives but (A) the shares
of the Company outstanding immediately prior to such transaction are converted or exchanged by virtue of the transaction into other
property, whether in the form of shares, securities, cash or otherwise, or (B) the shares carrying more than fifty percent
(50%) of the total combined voting power of the Company’s then issued and outstanding shares are transferred to a person
or persons different from those who held such shares immediately prior to such transaction culminating in such takeover, reverse
takeover or scheme of arrangement, or (C) the Company issues new voting shares in connection with any such transaction such
that holders of the Company’s voting shares immediately prior to the transaction no longer hold more than fifty percent (50%)
of the voting shares of the Company after the transaction; or


 


(v) the acquisition
in a single or series of related transactions by any person or related group of persons (other than Employees of one or more Group
Members or entities established for the benefit of the Employees of one or more Group Members) of (A) control of the Board
or the ability to appoint a majority of the members of the Board, or (B) beneficial ownership (within the meaning of Rule 13d-3 under
the U.S. Securities Exchange Act) of shares carrying more than fifty percent (50%) of the total combined voting power of the Company’s
then issued and outstanding shares.


 


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


 


“Committee” means any committee
of the Board (or a subcommittee thereof) to which the Board has delegated power to act pursuant to the provisions of the Plan; provided,
that in the absence of any such committee, the term “Committee” shall mean the Administrator.


 


“Company” has the meaning
set forth in Section 1.


 


“Competitor” means any Business
that is engaged in or is about to become engaged in any activity of any nature that competes with a product, process, technique,
procedure, device or service of any Group Member.


 


“Consultant” means any Person
who is engaged by a Group Member to render consulting or advisory services to a Group Member.


 


“Director” means a member
of the board of directors of a Group Member.


 


“Disability” means, unless in
the case of a particular Award, the particular Award Agreement states otherwise, as to any Participant, (a) “Disability,”
as defined in any employment, consulting or services agreement between the Participant and the applicable Group Member in effect
at the time of such termination; or (b) in the absence of any such employment, consulting or services agreement (or in the
absence of any definition of “Disability” contained therein), a disability, whether temporary or permanent, partial
or total, as determined by the Administrator in its sole discretion; provided, that for purposes of Incentive Stock Options, “Disability”
means a “permanent and total disability” as defined in Section 22(e)(3) of the Code.


 



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“Employee” means any person
who has an employment relationship with any Group Member. A Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the relevant Group Member under Applicable Laws, or (ii) transfers between locations of Group
Members.


 


“Fair Market Value” means,
as of any date, the value of Shares determined as follows:


 


(i) If the Shares are
listed on one or more established stock exchanges or traded on automated quotation systems, the Fair Market Value shall be the
closing sales price for such Shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system
on which the Shares are listed or traded on the date of determination, as reported in Bloomberg or such other source
as the Administrator deems reliable unless otherwise prescribed by any Applicable Law, or, if the date of determination is not
a Trading Date, the closing price as quoted on the principal exchange or system on which the Shares are listed or traded on the
Trading Date immediately preceding the date of determination;


 


(ii) If depositary receipts
representing the Shares are listed on one or more established stock exchanges or traded on automated quotation systems, the Fair
Market Value shall be the closing sales price for such depositary receipts (or the closing bid, if no sales were reported) as quoted
on the principal exchange or system on the date of determination, as reported in Bloomberg or such other source as
the Administrator deems reliable, divided by the number of Shares that are represented by such depositary receipts, or, if the
date of determination is not a Trading Date, the closing sales price for such depositary receipts as quoted on the principal exchange
or system on which the Shares are listed or traded on the Trading Date immediately preceding the date of determination, divided
by the number of Shares that are represented by such depositary receipts;


 


(iii) If the Shares or depositary
receipts representing the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the
Fair Market Value shall be the mean between the high bid and low asked prices for (a) the Shares on the date of determination;
or (b) depositary receipts representing the Shares on the date of determination, divided by the number of Shares that are
represented by such depositary receipts, as applicable; or


 


(iv) In the absence
of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Administrator.


 


“Family Member” means (i) any
person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under
the U.S. Securities Act (collectively, the “Immediate Family Members”, which includes 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, and any person sharing the Participant’s household (other than a tenant or employee); (ii) a trust
solely for the benefit of the Participant and/or his or her Immediate Family Members; or (iii) a partnership or limited liability
company whose only partners or shareholders are the Participant and/or his or her Immediate Family Members; or (iv) any other
transferee as may be approved by the Administrator in its sole discretion in an Award Agreement or otherwise.


 


“Group” has the meaning
set forth in Section 1.


 


“Group Member” means the
Company, any Subsidiary or any Related Entity.


 


“Incentive Stock Option”
means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.


 


“Nonstatutory Stock Option” means
an Option not intended to qualify as an Incentive Stock Option.


 



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“Option” means an option
to purchase Shares granted pursuant to the Plan. Options granted under the Plan may be “Incentive Stock Options” or
“Nonstatutory Stock Options,” as determined by the Administrator at the time of grant.


 


“Participant” means the
holder of an outstanding Award granted under the Plan.


 


“Person” means any natural person,
firm, company, corporation, body corporate, partnership, association, government, state or agency of a state, local, municipal
or provincial authority or government body, joint venture, trust, individual proprietorship, business trust or other enterprise,
entity or organization (whether or not having separate legal personality).


 


“Plan” has the meaning set forth
in Section 1.


 


“Related Entity” means any
Person in or of which the Company or a Subsidiary holds a substantial economic interest, or possesses the power to direct or cause
the direction of the management policies, directly or indirectly, through the ownership of voting securities, by contract, or other
arrangements as trustee, executor or otherwise, but which, for purposes of the Plan, is not a Subsidiary and which the Administrator
designates as a Related Entity. For purposes of the Plan, any Person in or of which the Company or a Subsidiary owns, directly
or indirectly, securities or interests representing twenty percent (20%) or more of its total combined voting power of all classes
of securities or interests shall be deemed a “Related Entity” unless the Administrator determines otherwise.


 


“Restricted Share” means
a Share subject to restrictions and repurchase rights granted pursuant to the Plan.


 


“Restricted Share Unit”
means the right to receive a Share at a future date granted pursuant to the Plan.


 


“Service Provider” means
any Person who is an Employee, a Consultant or a Director; provided, that Awards shall not be granted to any Consultant
or Director in any jurisdiction in which, pursuant to Applicable Laws, grants to non-employees are not permitted. If
any Person is a Service Provider by reason of being an Employee, Director or Consultant to the Company or any Subsidiary and such
Person’s service is transferred to a Related Entity, then the Administrator, in its sole discretion, may determine that such
Person’s service as a Service Provider has terminated as a result of such transfer for any or all purposes of any Award,
Award Agreement and the Plan.


 


“Share” means a Class A
ordinary share of the Company, par value US$0.0001 per share, as adjusted in accordance with Section 13(a) below.


 


“Share Appreciation Right”
means a right to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the
Share Appreciation Right is exercised over the base price as set forth in the applicable Award Agreement, granted pursuant to the
Plan.


 


“Share Payment” means a
payment in the form of Shares, as part of any bonus, deferred compensation or other cash compensation arrangement, made in lieu
of all or any portion of such bonus, deferred compensation or other cash compensation arrangement, granted pursuant to the Plan.


 


“Subsidiary” means any Person
Controlled by the Company. “Control” means, with respect to any Person, the possession, directly or indirectly,
of the power to direct or cause the direction of the management policies of a Person whether through the ownership of the voting
securities of such Person or by contract or otherwise; provided, that for purposes of Incentive Stock Options, a Subsidiary
shall mean only a corporation of which a majority of the outstanding voting securities or voting power is beneficially owned directly
or indirectly by the Company. For purposes of the Plan, any “variable interest entity” that is consolidated into the
consolidated financial statements of the Company under applicable accounting principles or standards as may apply to the consolidated
financial statements of the Company shall be deemed a Subsidiary; provided, that, solely as applied to Incentive Stock
Options, such “variable interest entity” is also a corporation of which a majority of the outstanding voting securities
or voting power is beneficially owned directly or indirectly by the Company.


 






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“Tax” means any income, employment,
social welfare or other tax withholding obligations (including a Participant’s tax obligations) or any levies, stamp duties,
charges or taxes required or permitted to be withheld or otherwise payable under Applicable Laws with respect to any taxable event
concerning a Participant arising as a result of this Plan.


 


“Terminated for Cause” or
“Termination for Cause” means, in the case of a Participant, (i) the termination of the Participant’s
status as a Service Provider for Cause or (ii) the Participant’s termination without Cause or voluntary resignation
as a Service Provider if the Administrator determines at any time that, before or after the Participant’s termination without
Cause or resignation, a Group Member had Cause to terminate such Participant’s status as a Service Provider.


 


“Trading Date” means any
day on which the Shares or depositary receipts representing the Shares are (i) publicly traded on one or more established
stock exchanges or automated quotation systems under an effective registration statement or similar document under Applicable Law
or (ii) quoted by a recognized securities dealer.


 


“U.S. Securities Act” means
the United States Securities Act of 1933 and the regulations thereunder, as amended from time to time.


 


“U.S. Securities Exchange Act”
means the United States Securities Exchange Act of 1934 and the regulations thereunder, as amended from time to time.


 


(b) Interpretation.
Unless expressly provided otherwise, or the context otherwise requires:


 


(i) the headings
in this Plan are for convenience only and shall not affect its interpretation;


 


(ii) the terms
defined in the singular shall have a comparable meaning when used in the plural, and vice versa;


 


(iii) references
to “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”;


 


(iv) references
to “dollars” or “US$” shall be deemed references to the lawful money of the United States of America;


 


(v) references
to clauses, sub-clauses, paragraphs, sub-paragraphs and schedules are to clauses, sub-clauses, paragraphs
and sub-paragraphs of, and schedules to, this Plan;


 


(vi) use of any
gender includes the other genders;


 


(vii) a reference
to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time
be, amended, modified or re-enacted; 


 


(viii) a reference
to any other document referred to in this Plan is a reference to that other document as amended, varied, novated or supplemented
at any time; and


 


(ix) sections 8
and 19(3) of the Electronic Transactions Law (2003 Revision) of the Cayman Islands shall not apply.


 


3. Shares Subject to the Plan.


 


(a) Subject to the provisions
of Section 13 and paragraph (b) of this Section 3, the maximum aggregate
number of Shares which may be subject to Awards under the Plan initially shall be an aggregate of (i) [●] Shares and (ii)
on each January 1, starting with January 1, 2020 until December 31, 2025, an additional number of shares equal to the lesser of
(A) 2% of the outstanding number of Class A Ordinary Shares (on a fully-diluted basis) on the immediately preceding December 31,
and (B) such lower number of Class A Ordinary Shares as may be determined by the Committee, subject in all cases to adjustment
as provided in Section 13 below. In addition, the Board may from time to time reserve additional Shares for issuance pursuant to
Awards granted under the Plan. Subject to f and paragraph (b) of this Section 3,
the maximum number of Incentive Stock Options that may be granted is [●].


 






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(b) If an Award (or any
portion thereof) terminates, expires or lapses or is cancelled for any reason, any Shares subject to the Award (or such portion
thereof) shall again be available for the grant of an Award pursuant to the Plan (unless the Plan has terminated). If any Award
(in whole or in part) is settled in cash or other property in lieu of Shares, then the number of Shares subject to such Award (or
such part) shall again be available for grant pursuant to the Plan. Shares that have actually been issued under the Plan, pursuant
to Awards under the Plan shall not be returned to the Plan and shall not cause the number of Shares available to be subject to
Awards under the Plan to be increased, except that if:


 


	 	(i)	any Restricted Shares are forfeited (or surrendered) or the Company repurchases unvested Restricted Shares pursuant to the terms of the Award Agreement, or


 


	 	(ii)	the Company repurchases any Shares granted under any Award (or a portion thereof) in the event of a Participant’s joining a Competitor, Termination for Cause, or any of the other circumstances as set forth in Section 18(a),


 


then such Restricted Shares or Shares shall form part of the authorized
but unissued share capital of the Company and may become available for future grant under the Plan (to the extent permitted under
Applicable Laws).


 


4. Administration of the Plan.


 


(a) Administrator. The
Plan shall be administered by the Administrator (except as otherwise permitted herein).


 


(b) Duties and Powers
of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance
with its provisions. Subject to the provisions of the Plan, the Administrator shall have the power and authority, in its discretion:


 


(i) to select the Service
Providers to whom Awards may from time to time be granted hereunder;


 


(ii) to determine the
type or types of Awards to be granted to each Service Provider;


 


(iii) to determine the
exercise price of an Option or the base price of a Share Appreciation Right;


 


(iv) to determine the number
of Shares to be covered by each such Award granted hereunder;


 


(v) to prescribe the
forms of Award Agreement for use under the Plan, which need not be identical for each Participant and to amend any Award Agreement; provided,
that: (1) the rights or obligations of the Participant holding the Award that is the subject of any such Award Agreement are
not affected adversely by such amendment; (2) the consent of the affected Participant is obtained; or (3) such amendment
is otherwise permitted under the Plan. Notwithstanding the foregoing, the Administrator shall have the power and authority, in
its discretion, to adjust the number of Shares underlying any Award that has been granted to a Participant or the vesting schedule
of any such Award if such Participant is promoted or demoted or transfers to a different position, or if there is any change to
the performance targets for such Participant. Any such amendment of an Award under the Plan need not be the same with respect to
each Participant;


 


(vi) to determine the
terms and conditions of any Award granted hereunder (such terms and conditions to include, but not be limited to, the exercise
price, the time or times when Awards may be vested, issued or exercised as the case may be (which may be based on performance criteria),
the times at which Shares are issuable under a Restricted Share Unit, whether any Award may be paid in cash or Shares, any rules
for tolling the vesting of awards upon an authorized leave of absence, any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Awards or the Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine);


 


(vii) to determine all
matters and questions relating to whether a Participant’s status as a Service Provider has been terminated, including without
limitation if such termination was for Cause or for Disability and, if so, to determine the effective date of such termination
(which it may determine to be the date of notice of resignation or the date of an act or omission by such Participant constituting
Cause) and all questions of whether particular leaves of absence constitute a termination of the Service Provider;


 






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(viii) to determine
whether a Business is a Competitor;


 


(ix) to prescribe, amend
and rescind rules and regulations relating to the Plan and the administration of the Plan and all Award Agreements, including rules
and regulations relating to sub-plans established for the purpose of qualifying for preferred Tax treatment under the
tax laws of any jurisdiction;


 


(x) to allow the Participants
to satisfy Tax withholding obligations by having the Company withhold from the Shares to be issued pursuant to an Award (or a portion
thereof), that number of Shares having a Fair Market Value equal to the amount required to be withheld as set forth in Section 14(j) below;


 


(xi) to take any action,
before or after an Award is made, that it deems advisable to obtain approval or comply with Applicable Laws or any necessary local
governmental regulatory exemptions or approvals or listing requirements of any securities exchange or automated quotation system;


 


(xii) to construe, interpret,
reconcile any inconsistency in, correct any defect in and/or supply any omission in, the terms of the Plan, any Award Agreement
and any Award granted pursuant to the Plan; and


 


(xiii) make all other
decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to
administer the Plan.


 


(c) Action by the Administrator.
The Administrator may act at a meeting or in writing signed by all members in lieu of a meeting. The Administrator is entitled
to, in good faith, rely or act upon any report or other information furnished by any officer or other employee of any Group Member,
the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained
by the Company or the Administrator to assist in the administration of the Plan.


 


(d) Effect of Administrator’s
Decision. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan and any Award
Agreement, and all decisions, determinations and interpretations of the Administrator shall be final, binding and conclusive for
all purposes and upon all Participants.


 


(e) Delegation of
Authority. To the extent permitted by Applicable Laws, the Administrator may from time to time delegate to a committee of one
or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative
actions pursuant to this Section 4. Any delegation hereunder shall be subject to the restrictions and limits that
the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated
or appoint a new delegate.


 


5. Eligibility.


 


(a) Subject to the terms
of the Plan, all forms of Awards may be granted to any Service Provider. Incentive Stock Options, however, may be granted only
to employees of the Company or any “subsidiary corporation” (as defined in Section 424(f) of the Code) of the
Company. Except for grants of Incentive Stock Options, for purposes of this Section 5(a), “Service Providers”
shall include prospective Service Providers to whom Awards are granted in connection with written offers of a service relationship
with a Group Member.


 


(b) An Option that is
intended to be an Incentive Stock Option shall be so designated in the Award Agreement.


 


(c) Neither the Plan
nor any Award shall confer upon any Participant any right with respect to continuing the Participant’s relationship as a
Service Provider with any Group Member, nor shall it interfere in any way with his or her right or any Group Member’s right
to terminate such relationship at any time, with or without cause.


 






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(d) Unless the Administrator
provides otherwise, vesting of Awards granted hereunder shall be tolled during any unpaid leave of absence in accordance with such
rules as the Administrator shall determine.


 


6. Terms of Awards.


 


(a) Term. The term
of each Award shall be stated in the Award Agreement; provided, that the term shall be no more than ten (10) years
from the date of grant thereof. Subject to the foregoing, the Administrator may extend the term of any outstanding Award, and may
extend the time period during which vested Awards may be exercised, in connection with any termination of Participant’s status
as a Service Provider, and may amend any other term or condition of an Award relating to such termination.


 


(b) Timing of Granting
of Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination
granting such Award or such other future date as is determined by the Administrator. Notice of the determination shall be given
to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.


 


(c) Stand-Alone and Tandem
Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan (or any other award granted pursuant to another compensation
plan). Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different
time from the grant of such other Awards (or any other award granted pursuant to another compensation plan).


 


(d) Award Agreement.
All Awards shall be evidenced by an Award Agreement setting forth the number of Shares subject to the Award and the terms and conditions
of the Award, which shall not be inconsistent with the Plan.


 


(e) Vesting. The
period during which an Award, in whole or in part, vests shall be set by the Administrator, and the Administrator may determine
that an Award may not vest in whole or in part for a specified period after it is granted. Such vesting may be based on service
with a Group Member and/or any other criteria selected by the Administrator. At any time after grant of an Award, the Administrator
may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Award
vests. No portion of an Award which is unvested or unexercisable at the termination of Participant’s status of as a Service
Provider shall thereafter become vested or exercisable, except as may be otherwise provided by the Administrator either in the
Award Agreement or by action of the Administrator following the grant of the Award.


 


(f) Issuance of Shares.
Shares issued upon grant, exercise or vesting of an Award (or any portion thereof) shall be issued in the name of the Participant
or, if requested by the Participant and if approved by the Administrator in its sole discretion, in the name of the Participant
and/or in the name of one of more of his or her Family Members, and/or in the name of a trust whose settlors were/are approved
by the Administrator.


 


(g) Termination of
Relationship as a Service Provider. If a Participant’s status as a Service Provider terminates, such Participant
may exercise any unexercised Award (to the extent exercisable) within such period of time as is specified in the Award Agreement
to the extent that the Award is vested and exercisable on the date of termination (but in no event later than the expiration of
the term of the Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, and except
as provided in Sections 6(h), 6(i) and 6(j), Awards shall remain exercisable for six (6) months
following the Participant’s termination (but in no event later than the expiration of the term of the Award as set forth
in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, on
the date of termination, the Participant is not vested as to his or her entire Award, the unvested portion of such Award shall
be deemed cancelled and the Shares covered by the unvested portion of the Award shall revert to the Plan and again be available
for grant or award under the Plan. If, after termination, the Participant does not exercise his or her Award within the time specified
by the Administrator, the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available
for grant or award under the Plan.


  






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(h) Disability of Participant. If
a Participant’s status as a Service Provider terminates as a result of the Participant’s Disability, the Participant
may exercise any unexercised Award (to the extent exercisable) within such period of time as is specified in the Award Agreement
to the extent the Award is vested and exercisable on the date of termination (but in no event later than the expiration of the
term of such Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Award shall
remain exercisable for twelve (12) months following the Participant’s termination (but in no event later than the expiration
of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined
by the Administrator, if, on the date of termination, the Participant is not vested as to his or her entire Award, the unvested
portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion of the Award shall revert to the
Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise his or
her Award within the time specified herein, the Award shall terminate, and the Shares covered by such Award shall revert to the
Plan and again be available for grant or award under the Plan.


 


(i) Death of Participant. If
a Participant dies as a Service Provider, any unexercised Award (to the extent exercisable) may be exercised within such period
of time as is specified in the Award Agreement to the extent that the Award is vested on the date of death of the Participant (but
in no event later than the expiration of the term of such Award as set forth in the Award Agreement) by the Participant’s
estate or by a person who acquires the right to exercise the Award by bequest or inheritance. In the absence of a specified time
in the Award Agreement, the Award shall remain exercisable for twelve (12) months following the Participant’s death
(but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified
in the Award Agreement or otherwise determined by the Administrator, if, at the time of death, the Participant is not vested as
to the entire Award, the unvested portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion
of the Award shall immediately revert to the Plan and again be available for grant or award under the Plan. If the Award is not
so exercised within the time specified herein, the Award shall terminate, and the Shares covered by such Award shall revert to
the Plan and again be available for grant or award under the Plan.


 


(j) Termination for
Cause. Subject to Applicable Law, if a Participant is Terminated for Cause, all unexercised Options or Share Appreciation Rights,
whether vested or unvested, and all other unvested Awards, shall be cancelled as of the date of such termination as determined
by the Administrator in its sole discretion, and all Shares acquired pursuant to an Award by such Participant shall be subject
to a right of repurchase by the Company in accordance with Section 18(b). Any Shares covered by cancelled Awards,
and any Shares so repurchased shall revert to the Plan and again be available for grant or award under the Plan.


 


7. Options.


 


(a) Rights to Purchase.
After the Administrator determines that it will offer Options under the Plan, it shall advise the offeree in writing or electronically
of the terms, conditions and restrictions related to such Options.


 


(b) Exercise Price. The
exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the Award Agreement which,
unless otherwise determined by the Administrator, may be a fixed or variable price determined by reference to the Fair Market Value
of the Shares over which such Award is granted; provided, that (i) the exercise price of an Incentive Stock Option
shall not be less than the Fair Market Value of a Share on the date of grant and, in the case of an Incentive Stock Option granted
to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes
of stock of any member of the Company Group, the exercise price per Share shall be no less than 110% of the Fair Market Value per
Share on the date of grant; (ii) an Option may be granted with an exercise price lower than that set forth herein if such Option
is granted pursuant to an assumption or substitution for an option granted by another company, whether in connection with an acquisition
of such other company or otherwise; and (iii) the exercise price per Share shall not in any circumstances be less than the
par value of the Share. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion
of the Administrator, provided, that such adjustment does not result in a materially adverse impact to the Participant; provided, further,
that the exercise price per Share may not in any circumstances be reduced to less than the par value of the Share. For the avoidance
of doubt, to the extent not prohibited by Applicable Laws, a downward adjustment of the exercise prices of Options mentioned in
the preceding sentence shall be effective without the approval of the Board or the Company’s shareholders or the approval
of the affected Participants.


 






    9


     


    

 


(c) 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). Such
consideration may consist of:


 


(i) cash;


 


(ii) check;


 


(iii) promissory note;


 


(iv) subject to the
consent of the Administrator, Shares (“Repurchased Shares”) (including Shares issuable upon exercise of such
Options) which have a Fair Market Value on the date of repurchase equal to the aggregate exercise price of the Shares as to which
such Option shall be exercised (“Delivered Shares”), provided that: (A) arrangements have
been made for the repurchase by the Company of such Repurchased Shares and the paying up in full of the par value of the Delivered
Shares as required under Applicable Laws; (B) such Repurchased Shares have been held by the Participant for such period as
established from time to time by the Administrator in order to avoid adverse accounting treatment applying generally accepted accounting
principles; and (C) any other reasonable requirements as may be imposed by the Administrator (including by means of attestation
of ownership of a sufficient number of Shares in lieu of actual delivery of such Shares to the Company) have been satisfied;


 


(v) consideration received
by the Company under a broker-assisted or similar cashless exercise program implemented by the Company in connection with the Plan; provided,
that, where relevant, arrangements have been made for the payment in full of the par value of any Shares as required under Applicable
Laws in connection with such program;


 


(vi) by such other consideration
as may be approved by the Administrator from time to time to the extent permitted by Applicable Laws; or


 


(vii) 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.


 


(d) Procedure for
Exercise. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions
as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.
An Option shall be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement)
from the person entitled to exercise the Option and payment of the exercise price and Taxes which are required to be withheld or
paid by the relevant Group Member. Full payment may consist of any consideration and method of payment permitted under Section 7(c) above.


 


(e) Rights as a Shareholder.
Until the Shares are evidenced as issued by entry in the Company’s register of shareholders, no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option.
The Company shall cause such Shares to be evidenced as issued by entry in the Company’s register of shareholders promptly
after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 13.


 


(f) Substitution of
Share Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of an Option that the
Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time
prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable with respect
to the same number of Shares for which such substituted Option would have been exercisable.


 






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8. Restricted Shares.


 


(a) Rights to Purchase.
After the Administrator determines that it will offer Restricted Shares under the Plan, it shall advise the offeree in writing
or electronically of the terms, conditions and restrictions related to such Restricted Shares.


 


(b) Restrictions.
All Restricted Shares shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements
as the Administrator shall provide. Restricted Shares may not be sold or encumbered until all restrictions are terminated or expire
in accordance with the terms of the relevant Award Agreement. All share certificates relating to Restricted Shares shall be held
by the Company in escrow for the Participant until all restrictions on such Restricted Shares have been removed.


 


(c) Repurchase or
Forfeiture of Restricted Shares. If the price for the Restricted Shares was paid by the Participant in services, then upon
termination as a Service Provider, the Participant shall no longer have any right in the unvested Restricted Shares and such Restricted
Shares shall be forfeited (and for these purposes the Participant shall be deemed to have surrendered such Restricted Shares),
and thereupon either cancelled or surrendered to the Company without consideration. If a purchase price was paid by the Participant
for the Restricted Shares (other than in services), then upon the Participant’s termination as a Service Provider, the Company
shall have the right to repurchase from the Participant the unvested Restricted Shares then subject to restrictions at a cash price
per share equal to the price paid by the Participant for such Restricted Shares or such other amount as may be specified in the
Award Agreement.


 


(d) Rights as a Shareholder. Once
the Restricted Shares are issued, subject only to the restrictions on such Restricted Shares as provided in the Award Agreement,
the Participant shall have rights as a shareholder which are equivalent to the rights of other holders of Shares, and shall be
a shareholder when he or she is recorded as the holder of such Restricted Shares upon entry in the Company’s register of
shareholders. No adjustment shall be made for a dividend or other right in respect of any Restricted Share for which the record
date is prior to the date the Participant is entered on the Company’s register of shareholders in respect of such Restricted
Shares, except as provided in Section 13 of the Plan.


 


9. Restricted Share Units.


 


(a) Rights to Purchase.
After the Administrator determines that it will offer Restricted Shares Units under the Plan, it shall advise the offeree in writing
or electronically of the terms, conditions and restrictions related to such Restricted Shares Units.


 


(b) Rights as a Shareholder.
Until a Share is issued in settlement of a Restricted Share Unit by entry in the Company’s register of shareholders, no right
to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Share. The Company shall cause
such Share to be evidenced as issued by entry in the Company’s register of shareholders promptly after the Restricted Share
Unit vests. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares
are issued, except as provided in Section 13.


 


10. Share Appreciation Rights.


 


(a) Rights to Purchase.
After the Administrator determines that it will offer Share Appreciation Rights under the Plan, it shall advise the offeree in
writing or electronically of the terms, conditions and restrictions related to such Share Appreciation Rights.


 


(b) Base Price.
The price per Share over which the appreciation of each Share Appreciation Right is to be measured shall be the base price as determined
by the Administrator and set forth in the Award Agreement which may be a fixed or variable price determined by reference to the
Fair Market Value of the Shares. The base price per Share so established for a Share Appreciation Right may be amended or adjusted
in the absolute discretion of the Administrator, provided, that such adjustment does not result in a materially adverse
impact to the Participant. For the avoidance of doubt, to the extent not prohibited by Applicable Laws, a downward adjustment in
the base price mentioned in the preceding sentence shall be effective without the approval of the Board or the Company’s
shareholders or the approval of the affected Participants.


 






    11


     


    

 


(c) Payment. Payment
by the Company for a Share Appreciation Right shall be in cash, in Shares (based on their Fair Market Value as of the date the
Share Appreciation Right is exercised) or a combination of both, as determined by the Administrator in the Award Agreement or,
if the Award Agreement does not specifically so provide, by the Administrator at the time of exercise. To the extent any payment
is effected in Shares, only that number of Shares actually issued in payment of the Share Appreciation Right shall be counted against
the maximum number of Shares which may be issued under Section 3.


 


(d) Procedure for
Exercise. Any Share Appreciation Right granted hereunder shall be exercisable according to the terms hereof at such times
and under such conditions as determined by the Administrator and set forth in the Award Agreement. A Share Appreciation Right shall
be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Share Appreciation Right and payment of Taxes which are required to be withheld by the relevant
Group Member. If Shares are issued upon exercise of a Share Appreciation Right, then such Shares shall be issued in the name of
the Participant or, if requested by the Participant and if approved by the Administrator in its sole discretion, in the name of
the Participant and/or in the name of one or more of his or her Family Members.


 


(e) Rights
as a Shareholder. Until the Shares are issued by entry in the Company’s register of members, no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Share
Appreciation Right. The Company shall issue (or cause to be issued) such Shares promptly after the Share Appreciation Right is
exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 13. 


 


11. Share Payments.


 


The Administrator is authorized to grant Share
Payments to any Service Provider in the manner determined from time to time by the Administrator; provided, that unless
otherwise determined by the Administrator such Share Payments shall be made in lieu of base salary, bonus, or other cash compensation
otherwise payable to such Participant, including any such compensation that has been deferred at the election of the Participant; provided, further,
that not less than the par value of any Share shall be received by the Company in connection with its issue pursuant to any such
Share Payment. In accordance with Applicable Law, such par value may be paid through the provision of services. The number of Shares
issuable as a Share Payment shall be determined by the Administrator and may be based upon satisfaction of such specific criteria
as determined appropriate by the Administrator, including specified dates for electing to receive such Share Payment at a later
date and the date on which such Share Payment is to be made.


 


12. Non-Transferability of Awards.


 


Awards, and any interest therein, will not be
transferable or assignable by the Participant, and may not be made subject to execution, attachment or similar process; provided,
that (i) during a Participant’s lifetime, with the consent of the Administrator (on such terms and conditions as the
Administrator determines appropriate), the Participant may transfer Awards (except Incentive Stock Options and Restricted Share
Units) pursuant to domestic relations order in the settlement of marital property rights, (ii) the Administrator may permit
transfer of an Award to Family Members (except Incentive Stock Options) in its sole discretion under such circumstances as it deems
appropriate, (iii) the Participant may transfer, assign or donate Options to a trust whose settlors were/are approved by the
Administrator, and (iv) following a Participant’s death, Awards, to the extent they are vested upon the Participant’s
death, may be transferred by will or by the laws of descent and distribution.


 






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13. Adjustments Upon Changes in Capitalization,
Change in Control.


 


(a) Changes in Capitalization. Subject
to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, the number of
Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Award, and the number of Shares subject to grant as Incentive Stock
Options, as well as the price per Share covered by each such outstanding Award and any other affected terms of such Awards, shall
be proportionally and equitably adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision
or consolidation, share dividend, amalgamation, spin-off, arrangement or consolidation, combination or reclassification
of Shares. Additionally, in the event of any other increase or decrease in the number of issued Shares effected without consideration
by the Company, then the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for
issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation
or expiration of an Award and the limitations on the number of Shares subject to grant as Incentive Stock Options, as well as the
price per Share covered by each outstanding Award may be adjusted for any increase or decrease in the number of issued Shares resulting
therefrom. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without
receipt of consideration.” The manner in which such adjustments under this Section 13(a) are to be
accomplished shall be determined by the Board whose determination 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 Shares subject to an Award.


 


(b) Dissolution or Liquidation. In
the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as
practicable prior to the effective date of commencement of such proposed dissolution or liquidation. The Administrator in its discretion
may provide for a Participant to have the right to exercise his or her Option, or Share Appreciation Right until fifteen (15) days
prior to the commencement of such dissolution or liquidation as to all of the Shares covered thereby. In addition, the Administrator
may provide that any Company repurchase option or any vesting condition applicable to any Restricted Shares shall lapse as to all
such Restricted Shares and any Shares issuable under any Restricted Share Units, or as Share Payments shall be issued as of such
date; provided, that the proposed dissolution or liquidation commences at the time and in the manner contemplated by
the proposed dissolution or liquidation. To the extent it has not been previously exercised or paid out, all Awards will terminate
immediately prior to the commencement of such proposed dissolution or liquidation.


 


(c) Change in Control. Except
as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and
a Participant, if a Change in Control occurs, the Company as determined in the sole discretion of the Administrator and without
the consent of the Participant may take any of the following actions:


 


(i) accelerate or not
accelerate the vesting, in whole or in part, of any Award, or some or all Awards, of any Participate, some Participants or all
Participants;


 


(ii) purchase any Award
for an amount of cash or shares equal to the value that could have been attained upon the exercise of such Award or realization
of the Participant’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance
of doubt, if as of such date the Administrator determines in good faith that no amount would have been attained upon the exercise
of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment);
or


 


(iii) provide for the
assumption, conversion or replacement of any Award by the successor or surviving company or a parent or subsidiary of the successor
or surviving company with other rights (including cash) or property selected by the Administrator in its sole discretion or the
assumption or substitution of such Award by the successor or surviving company, or a parent or subsidiary thereof, with such appropriate
adjustments as to the number and kind of shares and prices as the Administrator deems, in its sole discretion, reasonable, equitable
and appropriate. In the event the successor or surviving company refuses to assume, convert or replace outstanding Awards, the
Awards shall fully vest and the Participant shall have the right to exercise or receive payment as to all of the Shares subject
to the Award, including Shares as to which it would not otherwise be vested, exercisable or otherwise issuable (including at the
time of the Change in Control).


  


(d) Prior to any payment or
adjustment contemplated under this Section 13, the Administrator may require a Participant to (i) represent and warrant
as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata share of any post-closing
indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback
terms, and similar conditions as the other holders of Shares, subject to any limitations or reductions; and (iii) deliver
customary transfer documentation as reasonably determined by the Administrator.


 






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14. Miscellaneous General Rules


 


(a) Share Certificates;
Book Entry Procedures. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver
any certificates evidencing Shares issued pursuant to the exercise of any Award, unless and until the Board has determined, with
advice of counsel, that the issuance and/or delivery of such certificates, as applicable, is in compliance with all Applicable
Laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed
or traded. All Share certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions
as the Administrator deems necessary or advisable to comply with all Applicable Laws, and the rules of any national securities
exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Administrator may place legends on
any Share certificate to reference restrictions applicable to the Share. In addition to the terms and conditions provided herein,
the Board may require that a Participant make such reasonable covenants, agreements, and representations as the Board, in its discretion,
deems advisable in order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to
require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award,
including a window-period limitation, as may be imposed in the discretion of the Administrator. Notwithstanding further any other
provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Law, the Company shall not
deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares shall be
recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator).


 


(b) Paperless Administration.
Subject to Applicable Laws, the Administrator may make Awards, provide applicable disclosure and procedures for exercise of Awards
by an internet website, electronic mail or interactive voice response system for the paperless administration of Awards.


 


(c) Applicable Currency.
The Award Agreement shall specify the currency applicable to such Award. The Administrator may determine, in its sole discretion,
that an Award denominated in one currency may be paid in any other currency based on the prevailing exchange rate as the Administrator
deems appropriate. A Participant may be required to provide evidence that any currency used to pay the exercise price or purchase
price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable
Laws, including foreign exchange control laws and regulations.


 


(d) Relationship to
other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to
the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.


 


(e) Government and Other
Regulations; Distribution of Shares. The obligation of the Company to make payment of awards in Shares or otherwise shall be
subject to all Applicable Laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company
shall be under no obligation to register any of the Shares paid pursuant to the Plan under any Applicable Laws. If the Shares paid
pursuant to the Plan may in certain circumstances be exempt from registration under Applicable Laws the Company may restrict the
transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption.


 


(f) Expenses.
The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.


 


(g) Titles and Headings.
The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the
text of the Plan, rather than such titles or headings, shall control.


 


(h) Fractional Shares.
No fractional Share shall be issued and the Administrator shall determine, in its discretion, whether cash shall be given in lieu
of fractional shares or whether such fractional shares shall be eliminated by rounding down.


 


(i) No Rights to Awards.
No Participant, Employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company
nor the Administrator is obligated to treat Participants, Employees, Consultants, Directors or any other persons uniformly.


 






    14


     


    

 


(j) Taxes. No
Shares shall be issued, and no payment shall be made under the Plan to any Participant until such Participant has made arrangements
acceptable to the Administrator for the satisfaction of Taxes and any other costs and expenses in connection with the grant, exercise
or vesting of Awards and/or the issuance of the Shares. The Company or the relevant Group Member shall have the authority and the
right to deduct or withhold from any compensation payable to a Participant, or require a Participant to remit to the Company or
the relevant Group Member, an amount sufficient to satisfy all Taxes. The Administrator may in its discretion and in satisfaction
of the foregoing requirement allow or require a Participant to satisfy Taxes by electing to have the Company withhold Shares otherwise
issuable under an Award (or other amounts payable under an Award) having a Fair Market Value equal to the Taxes. Notwithstanding
any other provision of the Plan, the number of Shares otherwise issuable under an Award which may be withheld with respect to the
grant, issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award (or
a portion thereof) after such Shares were acquired by the Participant from the Company) in order to satisfy all Taxes, unless specifically
approved by the Administrator, be limited to the number of Shares otherwise issuable under an Award which have a Fair Market Value
on the date of withholding or repurchase equal to the aggregate amount of such Taxes. The Fair Market Value of the Shares otherwise
issuable under an Award to be withheld shall be determined on the date that the amount of Taxes to be withheld is to be determined.
All elections by the Participants to have Shares otherwise issuable under an Award withheld for this purpose shall be made in such
form and under such conditions as the Administrator may deem necessary or advisable.


 


(k) Buy-Out. In
the sole discretion of the Administrator, any Award (in whole or in part) under the Plan may be settled in cash or other property
in lieu of Shares; provided, that payment in cash or other property in lieu of Shares shall not be made earlier than
the time such Shares are issuable pursuant to the terms of the Award.


 


(l) Valuation. For purposes
of Section 13(c) where an Award is converted into or any underlying Share is substituted with cash or other
property or securities (a “Substitute Property”), the valuation of such Award and its Substitute Property, or
the exchange ratio between the two, shall be determined in good faith by the Administrator and supported by the valuation achieved
in the relevant transaction, or in the absence of any such transaction, by an independent valuation expert selected by the Administrator.


 


(m) Effect of Plan
upon Other Compensation Plans. Except determined by the Board or otherwise expressly stated herein, the adoption of the Plan
shall not affect any other compensation or incentive plans in effect or to be effect for the Company or any Subsidiary or Related
Entity. Nothing in the Plan shall be construed to limit the right of the Company, any Subsidiary or any Related Entity (a) to
establish any other forms of incentives or compensation for Service Providers, or (b) to grant or assume options or other
rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the
grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, securities or assets of any corporation, partnership, limited liability company, firm or association.


 


(n) Indemnification.
To the extent allowable pursuant to Applicable Laws, the Administrator (or any individual member of the Committee or the Board
acting as the Administrator) shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by it or such member in connection with or resulting from any claim, action, suit, or
proceeding to which it, he or she may be a party or in which it, he or she may be involved by reason of any action or failure to
act pursuant to the Plan and against and from any and all amounts paid by it, him or her in satisfaction of judgment in such action,
suit, or proceeding against it, him or her; provided, that it, he or she gives the Company an opportunity, at
its own expense, to handle and defend the same before it, he or she undertakes to handle and defend it on its, his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may
be entitled pursuant to the Company’s memorandum and articles of association as amended from time to time, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.


 


(o) Plan Language. The
official language of the Plan shall be English. To the extent that the Plan or any Award Agreements are translated from English
into another language, the English version of the Plan and Award Agreements will always govern, in the event that there are inconsistencies
or ambiguities which may arise due to such translation. Notwithstanding the foregoing, the Administrator, as deemed necessary and
appropriate, may decide that the language of any Award Agreements prepared only in Chinese version.


 






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(p) Other Provisions.
The Award 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.


 


15. Amendment and Termination of the
Plan.


 


(a) Effective Date;
Term of Plan. This Plan shall become effective as determined by the Board; provided, that no Options or Share Appreciation
Rights granted under this Plan shall be exercised, the Company’s right to repurchase Restricted Shares shall not lapse, no
Shares shall be issued under a Restricted Share Unit or in the form of a Share Payment unless and until this Plan has been approved
by the shareholders of the Company; provided, further, that to the extent any Awards granted under the
Plan are Incentive Stock Options, the Plan has been or will be approved by the shareholders of the Company within twelve (12) months
before or after the date this Plan is adopted by the Board. This Plan shall continue in effect for a term of ten (10) years
unless sooner terminated under this Section 15.


 


(b) Amendment and
Termination. The Board in its sole discretion may terminate this Plan at any time. The Board may amend this Plan at any time
in such respects as the Board may deem advisable; provided, that, if required to comply with Applicable
Laws or stock exchange rules or the rules of any automated quotation systems (other than any requirement which may be disapplied
by the Company following any available home country exemption), the Company shall obtain shareholder approval of any Plan amendment
in such a manner and to such a degree as required.


 


(c) Effect of Termination.
Except as otherwise provided in Section 13, any amendment or termination of this Plan shall not affect Awards
previously granted or issued, as the case may be, and such Awards shall remain in full force and effect as if this Plan had not
been amended or terminated, unless mutually agreed otherwise between the affected Participant and the Company, which agreement
must be in writing and signed by the Participant and the Company.


 


17. Certain Securities Law Matters.


 


(a) The obligation of the Company
to settle Awards in Shares or other consideration shall be subject to all Applicable Laws, rules, and regulations, and to such
approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the
Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any
Shares pursuant to an Award unless such shares have been properly registered for sale pursuant to Applicable Laws or unless the
Company has received an opinion of counsel, satisfactory to the Company, that such Shares may be offered or sold without such registration
pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The
Company shall be under no obligation to register for sale under any Applicable Laws any of the Shares to be offered or sold under
the Plan.


 


(b) The Administrator
may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or
blockage and/or other market considerations would make the Company’s acquisition of Shares from the public markets, the Company’s
issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s
sale of Shares to the public markets, illegal, impracticable or inadvisable. If the Administrator determines to cancel all or any
portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of
(i) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined as of the
applicable exercise date, or the date that the Shares would have been vested or issued, as applicable), over (ii) the aggregate
exercise price or base amount or any amount payable as a condition of issuance of Shares (in the case of any other Award). Such
amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.


 


(c) Notwithstanding
any provision of the Plan to the contrary, in no event shall a Participant be permitted to exercise an Option in a manner that
the Administrator determines would violate the United States Sarbanes-Oxley Act of 2002, or any other Applicable Law or the applicable
rules and regulations of the U.S. Securities Exchange Commission or the applicable rules and regulations of any securities exchange
or inter-dealer quotation system on which the securities of the Company are listed or traded


 






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18. Joining a Competitor; Termination
for Cause.


 


(a) All Awards (whether
vested or unvested) shall be cancelled as of the date of termination of the Participant as a Service Provider;


 


(b) All Shares issued pursuant
to any Award (or a portion thereof) shall be subject to repurchase by the Company at (i) the lesser of the (A) original
purchase price of such Shares (or in the event no payment was made or the price was paid in services, then the Shares will be forfeited
and surrendered to the Company without payment), or (B) Fair Market Value or such other value of Shares as determined by the
Administrator or as set forth in the applicable Award Agreement, or (ii) the par value of such Shares, if such Shares have
been issued in exchange for services which shall be considered the original purchase price, or (iii) the par value of such
Shares, if such Shares have been issued under Restricted Share Units or as Share Payments; and


 


(c) All proceeds, gains
or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Awards (or
a portion thereof) or upon the receipt or resale of any Shares underlying any Award (or a portion thereof), must be paid to the
Company if:


 


(i) within twenty four
(24) months of termination as a Service Provider or such longer period determined by the Administrator and as set forth in
the applicable Award Agreement, the Participant (A) directly or indirectly, establishes, incorporates, forms, enters into,
or participates in the Business as an owner, partner, principal or shareholder or other proprietor (other than through a purchase
on the open market, solely as a passive investment, of not more than five percent (5%) of the interest) of any Competitor, or (B) has
become, is or becomes an officer, director, employee, consultant, adviser of, or otherwise, directly or indirectly, enter the employ
of, continue any employment with or render any services to or for, any Competitor, or (C) knowingly performs or has performed
any act that may confer a competitive benefit or advantage upon any Competitor (in each case as determined by the Administrator);
or


 


(ii) the Participant
is Terminated for Cause.


 


19. Certain Transfer Restrictions, Repurchase
Rights and Similar Matters.


 


(a) In connection with
the grant, vesting, and/or exercise of any Award, the Administrator may require a Participant to execute and become a party to
the Shareholders’ Agreement (as amended from time to time, the “Shareholders’ Agreement”), among
the Company and other parties thereto as a condition of such grant, vesting, and/or exercise of any Award by executing and delivering
to the Company the Shareholders’ Agreement. To the extent that there is any conflict between the terms of the Plan and the
Shareholders’ Agreement, the Shareholders’ Agreement shall govern and control.


 


(b) Any Shares issued
upon the exercise of or in settlement of an Award shall be subject to such special forfeiture conditions, rights of repurchase
or redemption, rights of first refusal, and other transfer restrictions as set forth in the Shareholders’ Agreement or, if
there is no Shareholders’ Agreement or such provisions do not exist in the Shareholders’ Agreement, as the Administrator
may determine as set forth in an Award Agreement (which restrictions shall apply in addition to any restrictions that may apply
to holders of Shares generally).


 


20. Governing Law.


 


This Plan shall be governed by the laws of the
Cayman Islands.


 


* * * * *


 


I hereby certify that
the foregoing Plan was duly adopted by the Board on [●], 2019.


 


Executed on this
[●]th day of [●], 2019. 


 


 


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