Exhibit 10.1


 





 


Protagonist
Therapeutics, Inc.


 


Amended
and Restated 2018 Inducement Plan


 


Adopted
by the Board of Directors: May 29, 2018


Effective
Date: May 29, 2018


As
Amended on: February 18, 2020





 


1.            
General.


 


(a)              
Purpose. This Plan, through the granting of Awards, is intended to provide (1) an inducement material for certain individuals
to enter into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules, (2) incentives
for such persons to exert maximum efforts for the success of the Company and any Affiliate, and (3) a means by which such persons
shall have an opportunity to share in the financial success of the Company.


 


(b)              
Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who
satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1.
A person who previously served as an Employee or Director will not be eligible to receive Awards under the Plan, other than following
a bona fide period of non-employment. Persons eligible to receive grants of Awards under this Plan are referred to in this
Plan as “Eligible Employees”. These Awards must be approved by either a majority of the Company's “Independent
Directors” (as such term is defined in Nasdaq Listing Rule 5605(a)(2)) or the Company’s compensation committee,
provided such committee is comprised solely of Independent Directors (the “Independent Compensation Committee”)
in order to comply with the exemption from the stockholder approval requirement for “inducement grants” provided under
Rule 5635(c)(4) of the Nasdaq Listing Rules. Nasdaq Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1
are referred to in this Plan as the “Inducement Award Rules”.


 


(c)              
Available Awards. The Plan provides for the grant of the following types of Awards: (i) Nonstatutory Stock Options,
(ii) Stock Appreciation Rights (iii) Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Performance Stock Awards,
(vi) Performance Cash Awards, and (viii) Other Stock Awards.


 


2.            
Administration.


 


(a)           
Administration by Board. The Board will administer the Plan; provided, however, that Awards may only be granted by either
(i) a majority of the Company's Independent Directors or (ii) the Independent Compensation Committee. Subject to those constraints
and the other constraints of the Inducement Award Rules, the Board may delegate some of its powers of administration of the Plan
to a Committee, as provided in Section 2(c).


 


(b)           
Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of
the Plan:


 






    1.


     


    

 


(i)              
To determine (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will
be granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise
or otherwise receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value
of, an Award; and (F) the Fair Market Value applicable to a Stock Award.


 


(ii)             
To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations
for administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency
in the Plan or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will
deem necessary or expedient to make the Plan or Award fully effective.


 


(iii)            
To settle all controversies regarding the Plan and Awards granted under it.


 


(iv)             
To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or at which cash or shares
of Common Stock may be issued).


 


(v)              
To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension
or termination of the Plan will not impair a Participant’s rights under his or her then-outstanding Award without his or
her written consent except as provided in subsection (viii) below.


 


(vi)            
To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting
amendments relating to certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Awards
granted under the Plan exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A
of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law or listing requirements,
and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval
of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under
the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases
the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued
or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Awards
available for issuance under the Plan. Except as provided in the Plan (including subsection (viii) below) or an Award Agreement,
no amendment of the Plan will impair a Participant’s rights under an outstanding Award unless (1) the Company requests the
consent of the affected Participant, and (2) such Participant consents in writing.


 






    2.


     


    

 


(vii)          To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not
limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement,
subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that a
Participant’s rights under any Award will not be impaired by any such amendment unless (A) the Company requests
the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing,
(1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole
discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and
(2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the
affected Participant’s consent (A)  to clarify the manner of exemption from, or to bring the Award into
compliance with, Section 409A of the Code; or (B) to comply with other applicable laws or listing requirements.


 


(viii)         
Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the
best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.


 


(ix)            
To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees
who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial
modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).


 


(x)              
To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike
price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor
of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or
(6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering
the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Plan or another
equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting
principles.


 


(c)           
Delegation to Committee.


 


(i)              
General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration
of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board
will thereafter be to the Committee or subcommittee). Any delegation of administrative powers will be reflected in resolutions,
not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee
may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may
retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all
of the powers previously delegated.


 


(ii)             
Rule 16b-3 Compliance. The Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule
16b-3.


 






    3.


     


    

 


(d)           
Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith
will not be subject to review by any person and will be final, binding and conclusive on all persons.


 


3.            
Shares Subject to the Plan.


 


Share Reserve. Subject
to Section 9(a) relating to Capitalization Adjustments, the aggregate
number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed 1,250,000 shares (the “Share
Reserve”). For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common
Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except
as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by Nasdaq Listing Rule
5635(c) or, if applicable, or, if applicable, Nasdaq Marketplace Rule 4350(i)(1)(A)(iii), NYSE Listed Company Manual Section 303A.08,
AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance
under the Plan.


 


(a)           
Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates
without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant
receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of
shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock
Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to
vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available
for issuance under the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award
or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.


 


(b)           
Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise.


 


4.            
Eligibility.


 


(a)           
Eligibility for Specific Stock Awards. Awards may only be granted to persons who are Eligible Employees described in
Section 1(b) of this Plan, where the Award is an inducement material to the individual’s entering into employment with the
Company or an Affiliate within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules, provided however, that Awards
may not be granted to Eligible Employees who are providing Continuous Service only to any “parent” of the Company,
as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Awards is treated as “service
recipient stock” under Section 409A of the Code (for example, because the Awards are granted pursuant to a corporate transaction
such as a spin off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Awards are
otherwise exempt from or comply with the distribution requirements of Section 409A of the Code..


 






    4.


     


    

 


(b)           
Approval Requirements. All Awards must be granted either by a majority of the Company’s independent directors
or by the Independent Compensation Committee.


 


5.            
Provisions Relating to Options and Stock Appreciation Rights.


 


Each Option or SAR
will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be Nonstatutory
Stock Options. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement
will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance
of each of the following provisions:


 


(a)           
Term. No Option or SAR will be exercisable after the expiration of ten years from the date of its grant or such shorter
period specified in the Award Agreement.


 


(b)           
Exercise Price. The exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value
of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or
SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the
Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant
to a Transaction and in a manner consistent with the provisions of Section 409A of the Code. Each SAR will be denominated in shares
of Common Stock equivalents.


 


(c)           
Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be
paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the
methods of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following
methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of
the Company to use a particular method of payment. The permitted methods of payment are as follows:


 


(i)              
 by cash, check, bank draft or money order payable to the Company;


 


(ii)             
pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of
the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;


 


(iii)           
 by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)             
by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock
issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the
extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares
to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the
extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax
withholding obligations; or


 






    5.


     


    

 


(v)              
in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 


(d)          
Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise
to the Company in compliance with the provisions of the Award Agreement evidencing such SAR. The appreciation distribution payable
on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the
date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which
the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B)
the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR
on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other
form of consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR.


 


(e)          
Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability
of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs will apply:


 


(i)               
Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution
(and pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the
Participant. The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities
laws. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.


 


(ii)             
Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be
transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation
instrument.


 


(iii)           
Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering
written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon
the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. In the absence of such a designation, upon the death or the Participant, the executor or administrator
of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration
resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any
conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.


 






    6.


     


    

 


(f)            
Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become
exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions
on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other
criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this
Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an
Option or SAR may be exercised.


 


(g)           
Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement
between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other
than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that
the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) within the period of time
ending on the earlier of (i) the date three months following the termination of the Participant’s Continuous Service (or
such longer or shorter period specified in the applicable Award Agreement) and (ii) the expiration of the term of the Option or
SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or
her Option or SAR (as applicable) within the applicable time frame, the Option or SAR will terminate.


 


(h)           
Extension of Termination Date. Except as otherwise provided in the applicable Award Agreement or other agreement between
the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous
Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time
solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then
the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive)
equal to the applicable post termination exercise period after the termination of the Participant’s Continuous Service during
which the exercise of the Option or SAR would not be in violation of such registration requirements, and (ii) the expiration of
the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s
Award Agreement, if the sale of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s
Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will
terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination
exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received
upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration
of the term of the Option or SAR as set forth in the applicable Award Agreement.


 


(i)             Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant
and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability,
the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such
Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier
of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the
Award Agreement) and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after
termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time
frame, the Option or SAR (as applicable) will terminate.


 






    7.


     


    

 


(j)            
Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the
Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s
death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination
of the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent
the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person
who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option
or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date 18 months following
the date of death (or such longer or shorter period specified in the Award Agreement) and (ii) the expiration of the term of such
Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised
within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(k)           
Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual
written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated
for Cause, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the
Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous
Service. If a Participant’s Continuous Service is suspended pending an investigation of the existence of Cause, all of the
Participant’s rights under the Option or SAR will also be suspended during the investigation period.


 


(l)             Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor
Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at
least six months following the date of grant of the Option or SAR (although the Award may vest prior to such date).
Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a
Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii)
upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the
Participant’s Award Agreement, in another agreement between the Participant and the Company, or, if no such definition,
in accordance with the Company's then current employment policies and guidelines), the vested portion of any Options and SARs
may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so
that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be
exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic
Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or
issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the
provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award
Agreements.


 






    8.


     


    

 



 


6.            
Provisions of Stock Awards Other than Options and SARs.


 


(a)          
Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and
conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election,
shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating
to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner
as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the
terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement
will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each
of the following provisions:


 


(i)                
Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order
payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including
future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)              
Vesting. Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the
Company in accordance with a vesting schedule to be determined by the Board.


 


(iii)             
Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company
may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant
that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)              
Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable
by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will
determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to
the terms of the Restricted Stock Award Agreement.


 


(v)                
Dividends. A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject
to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 


(b)            Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and
conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from
time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each
Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the
Agreement or otherwise) the substance of each of the following provisions:


 






    9.


     


    

 


(i)                
Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if
any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The
consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may
be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable
law.


 


(ii)               
Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)             
Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent,
any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock
Unit Award Agreement.


 


(iv)              
Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate,
may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject
to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)                
Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted
Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion
of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock
Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited
by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock
Unit Award Agreement to which they relate.


 


(vi)              
Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock
Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.


 


(c)          
Performance Awards.


 


(i)                 Performance
Stock Awards. A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest or
exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award
may, but need not, require the completion of a specified period of Continuous Service. The length of any Performance Period,
the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such
Performance Goals have been attained will be conclusively determined by the Committee or the Board, in its sole discretion.
In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash
may be used in payment of Performance Stock Awards.


 






    10.


     


    

 


(ii)               
Performance Cash Awards. A Performance Cash Award is a cash award that is payable contingent upon the attainment during
a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period
of Continuous Service. At the time of grant of a Performance Cash Award, the length of any Performance Period, the Performance
Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been
attained will be conclusively determined by the Committee or the Board, in its sole discretion. The Board may specify the form
of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option
for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash
or other property.


 


(iii)             
Board Discretion. The Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon
attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance
Period.


 


(d)          
Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common
Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than
100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards
provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will
have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be
granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards
and all other terms and conditions of such Other Stock Awards.


 


7.            
Covenants of the Company.


 


(a)          
Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably
required to satisfy then-outstanding Stock Awards.


 


(b)           Securities
Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the
Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of
the Stock Awards; provided, however, that this undertaking will not require the Company to register under the
Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after
reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency
the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan,
the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards
unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent
issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable
securities law.


 






    11.


     


    

 


(c)           
No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise
such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to
warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award
may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such
Award.


 


8.            
Miscellaneous.


 


(a)           
Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards
will constitute general funds of the Company.


 


(b)           
Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any
Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless
of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the
Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action
approving the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those
in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related
grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term
in the Award Agreement or related grant documents.


 


(c)           
Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements
for exercise of, or the issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the
Common Stock subject to such Award has been entered into the books and records of the Company.


 


(d)           
No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder
or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue employment with
the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company
or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service
of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service
of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the
state in which the Company or the Affiliate is incorporated, as the case may be.


 






    12.


     


    

 


(e)           
Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of
his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant has
a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant
of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number
of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such
change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable
to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award
that is so reduced or extended.


 


(f)            
Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock
under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience
in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable
and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating
that the Participant is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present
intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant
to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under
the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (B) as
to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends
on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities
laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(g)           
Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion,
satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination
of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding shares of Common Stock from the
shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however,
that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law
(or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes);
(iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant;
or (v) by such other method as may be set forth in the Award Agreement.


 


(h)           
Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement
or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s
intranet (or other shared electronic medium controlled by the Company to which the Participant has access).


 






    13.


     


    

 


(i)            
Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery
of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred
and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be
made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions
while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals
of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following
the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions
of the Plan and in accordance with applicable law.


 


(j)            
Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy
that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which
the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection
Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award
Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously
acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such
a clawback policy will be an event giving rise to a right to voluntary terminate employment upon a “resignation for good
reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.


 


(k)          
Compliance with Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements
will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from
Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines
that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing
such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the
Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference
into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides
otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred
compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code,
no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section
409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months
following the date of such Participant’s “separation from service” or, if earlier, the date of the Participant’s
death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts
so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the
original schedule.


 






    14.


     


    

 


9.             
Adjustments upon Changes in Common Stock; Other Corporate Events.


 


(a)          
Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), and (ii) the class(es)
and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments,
and its determination will be final, binding and conclusive.


 


(b)          
Dissolution. Except as otherwise provided in the Stock Award Agreement, in the event of a Dissolution of the Company,
all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to
a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such Dissolution,
and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased
or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service; provided,
however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or
no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before
the Dissolution is completed but contingent on its completion.


 


(c)          
Transactions. The following provisions will apply to Stock Awards in the event of a Transaction unless otherwise provided
in the Stock Award Agreement or any other written agreement between the Company or any Affiliate and the Participant or unless
otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding
any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent
upon the closing or completion of the Transaction:


 


(i)                
arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited
to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction);


 


(ii)               
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock
issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s
parent company);


 


(iii)             
accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award
may be exercised) to a date prior to the effective time of such Transaction as the Board determines (or, if the Board does not
determine such a date, to the date that is five days prior to the effective date of the Transaction), with such Stock Award terminating
if not exercised (if applicable) at or prior to the effective time of the Transaction; provided, however, that the Board
may require Participants to complete and deliver to the Company a notice of exercise before the effective date of a Transaction,
which exercise is contingent upon the effectiveness of such Transaction;


 






    15.


     


    

 


(iv)               
arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect
to the Stock Award;


 


(v)                
cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective
time of the Transaction, in exchange for such cash consideration or no consideration as the Board, in its sole discretion, may
consider appropriate; and


 


(vi)               
make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the
property the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the
Transaction, over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may
be zero ($0) if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed
to the same extent that payment of consideration to the holders of Common Stock in connection with the Transaction is delayed as
a result of escrows, earn outs, holdbacks or any other contingencies.


 


The Board need not take the same action
or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different
actions with respect to the vested and unvested portions of a Stock Award.


 


(d)          
Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after
a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written
agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration
will occur.


 


10.         
Termination or Suspension of the Plan.


 


(a)           
The Board may suspend or terminate the Plan at any time. No Awards may be granted under the Plan while the Plan is suspended
or after it is terminated. Suspension or termination of the Plan will not impair rights and obligations under any Award granted
while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan.


 


11.         
Effective Date of Plan.


 


The Plan will come
into existence on the Effective Date. No Award may be granted prior to the Effective Date.


 


12.         
 Choice of Law.


 


The laws of the State
of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to
that state’s conflict of laws rules.


 


13.         
Definitions. As used in the Plan, the following definitions will apply
to the capitalized terms indicated below:


 






    16.


     


    

 



 


(a)              
“Affiliate” means, at the time of determination, any “parent” or “subsidiary”
of the Company as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which
 “parent” or “subsidiary” status is determined within the foregoing definition.


 


(b)              
“Award” means a Stock Award or a Performance Cash Award.


 


(c)              
“Award Agreement” means a written agreement between the Company and a Participant evidencing
the terms and conditions of an Award.


 


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


 


(e)              
“Capitalization Adjustment” means any change that is made in, or other events that occur with
respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of
consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that
term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor
thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization
Adjustment.


 


(f)               
“Cause” will have the meaning ascribed to such term in any written agreement between the Participant
and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence
of any of the following events: (i) such Participant’s commission, indictment or conviction of, or plea of no contest with
respect to, any felony or crime involving dishonesty or moral turpitude; (ii) such Participant’s failure to satisfactorily
perform his or her job duties as assigned by the Board or the officers of the Company, inability to meet documented performance
goals, willful neglect of his or her duties, or refusal or failure to follow the lawful and reasonable directions of the Board
or the officers of the Company, provided that the Company first provides the Participant with written notice of such conduct and
30 days to cure the conduct (if curable), and the Participant has failed to cure such conduct within such 30 day period; (iii)
such Participant’s disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to the
Company; (iv) such Participant’s violation of any rule or policy of the Company, or breach of an employment, consulting or
other agreement with the Company, which could reasonably result in direct or indirect loss, damage or injury to the Company; (v)
such Participant’s disclosure of any trade secret or confidential information of the Company; (vi) such Participant’s
commission of an act which could at the discretion of the Company be reasonably deemed to constitute unfair competition with the
Company or induce any customer or supplier to breach a contract with the Company; or (vii) such Participant’s intentional
acts on the part of the Participant that have generated material adverse publicity toward or about the Company. Any determination
by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding
Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such
Participant for any other purpose.


 






    17.


     


    

 


(g)              
“Change in Control” means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events:


 


(i)                
any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than
50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation
or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition
of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor,
any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series
of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities,
(C) on account of the acquisition of securities of the Company by any individual who is, on the IPO Date, either an executive officer
or a Director (either, an “IPO Investor”) and/or any entity in which an IPO Investor has a direct or
indirect interest (whether in the form of voting rights or participation in profits or capital contributions) of more than 50%
(collectively, the “IPO Entities”) or on account of the IPO Entities continuing to hold shares that come
to represent more than 50% of the combined voting power of the Company’s then outstanding securities as a result of the conversion
of any class of the Company’s securities into another class of the Company’s securities having a different number of
votes per share pursuant to the conversion provisions set forth in the Company’s Amended and Restated Certificate of Incorporation;
or (D) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds
the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting
securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition,
the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had
not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control will be deemed to occur;


 


(ii)                there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately
after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior
thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined
outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of
the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction,
in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction; provided, however, that a merger, consolidation or similar transaction will not constitute a
Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined
voting power of the surviving Entity or its parent are owned by the IPO Entities;


 






    18.


     


    

 


(iii)              there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of
which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or other disposition; provided, however, that
a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and
its Subsidiaries will not constitute a Change in Control under this prong of the definition if the outstanding voting securities
representing more than 50% of the combined voting power of the acquiring Entity or its parent are owned by the IPO Entities; or


 


(iv)              
individuals who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the members of the Board; provided, however,
that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority
vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered
as a member of the Incumbent Board.


 


Notwithstanding the
foregoing or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other
transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control
(or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede
the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change
in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply. To
the extent required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred
if such transaction is not also a “change in the ownership or effective control of” the Company or “a change
in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulations Section
1.409A-3(i)(5) (without regard to any alternative definition thereunder). The Board may, in its sole discretion and without a Participant’s
consent, amend the definition of “Change in Control” to conform to the definition of “Change in Control”
under Section 409A of the Code, and the regulations thereunder.


 


(h)              
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations
and guidance thereunder.


 


(i)                “Committee”
means a committee of one or more Independent Directors to whom authority has been delegated by the Board in accordance with Section
2(c).


 


(j)               
“Common Stock” means the common stock of the Company.


 


(k)             
“Company” means Protagonist Therapeutics, Inc., a Delaware corporation.


 


(l)                “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory
services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is
compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a
Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is
treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to
register either the offer or the sale of the Company’s securities to such person.


 






    19.


     


    

 


(m)              “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will
not terminate a Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is
rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s
Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example,
a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption
of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s
sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence
approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers
between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous
Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy,
in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.
In addition, to the extent required for exemption from or compliance with Section 409A of the Code, the determination of whether
there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent
with the definition of “separation from service” as defined under Treasury Regulation Section 1.409A-1(h) (without
regard to any alternative definition thereunder).


 


(n)               “Corporate
Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one
or more of the following events:


 


(i)                
a sale or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the
consolidated assets of the Company and its Subsidiaries;


 


(ii)               
a sale or other disposition of more than 50% of the outstanding securities of the Company;


 


(iii)             
a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)               a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue
of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 






    20.


     


    

 


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


 


(p)              
“Disability” means, with respect to a Participant, the inability of such Participant to engage
in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected
to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided
in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence
as the Board deems warranted under the circumstances.


 


(q)             
“Dissolution” means when the Company, after having executed a certificate of dissolution with the
State of Delaware, has completely wound up its affairs. Conversion of the Company into a Limited Liability Company (or any other
pass-through entity) will not be considered a “Dissolution” for purposes of the Plan.


 


(r)              
“Effective Date” means the date this Plan is approved by the Board.


 


(s)               “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such
services, will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(t)               
“Entity” means a corporation, partnership, limited liability company or other entity.


 


(u)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.


 


(v)              
“Exchange Act Person” means any natural person, Entity or “group” (within the
meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the
Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any
trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii)
an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned,
directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of
the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange
Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than50%
of the combined voting power of the Company’s then outstanding securities.


 


(w)             
“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)                
If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market
Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted
on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination,
as reported in a source the Board deems reliable.


 






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(ii)               
Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination,
then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.


 


(iii)             
In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith
and in a manner that complies with Sections 409A and 422 of the Code.


 


(x)              
“Non-Employee Director” means a Director who either (i) is not a current employee or officer
of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate
for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure
would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)),
does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K,
and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation
S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.


 


(y)              
“Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that
does not qualify as an “incentive stock option” within the meaning of Section 422 of the Code.


 


(z)              
“Officer” means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act.


 


(aa)            
“Option” means a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant
to the Plan.


 


(bb)            
“Option Agreement” means a written agreement between the Company and an Optionholder evidencing
the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.


 


(cc)             “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


 


(dd)            
“Other Stock Award” means an award based in whole or in part by reference to the Common Stock
which is granted pursuant to the terms and conditions of Section 6(d).


 


(ee)            
“Other Stock Award Agreement” means a written agreement between the Company and a holder of
an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be
subject to the terms and conditions of the Plan.


 


(ff)              
“Own,” “Owned,” “Owner,” “Ownership”
A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have
acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting,
with respect to such securities.


 






    22.


     


    

 


(gg)           
“Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Stock Award.


 


(hh)             “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).


 


(ii)             
“Performance Criteria” means the one or more criteria that the Board or Committee (as applicable)
will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be
used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Board
or Committee (as applicable): (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes
and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) total stockholder return; (5) return
on equity or average stockholder’s equity; (6) return on assets, investment, or capital employed; (7) stock price; (8) margin
(including gross margin); (9) income (before or after taxes); (10) operating income; (11) operating income after taxes; (12) pre-tax
profit; (13) operating cash flow; (14) sales or revenue targets; (15) increases in revenue or product revenue; (16) expenses and
cost reduction goals; (17) improvement in or attainment of working capital levels; (18) economic value added (or an equivalent
metric); (19) market share; (20) cash flow; (21) cash flow per share; (22) share price performance; (23) debt reduction; (24) customer
satisfaction; (25) stockholders’ equity; (26) capital expenditures; (27) debt levels; (28) operating profit or net operating
profit; (29) workforce diversity; (30) growth of net income or operating income; (31) billings; (32) pre-clinical development related
compound goals; (33) financing; (34) regulatory milestones, including approval of a compound; (35) stockholder liquidity; (36)
corporate governance and compliance; (37) product commercialization; (38) intellectual property; (39) personnel matters; (40) progress
of internal research or clinical programs; (41) progress of partnered programs; (42) partner satisfaction; (43) budget management;
(44) clinical achievements; (45) completing phases of a clinical study (including the treatment phase); (46) announcing or presenting
preliminary or final data from clinical studies; in each case, whether on particular timelines or generally; (47) timely completion
of clinical trials; (48) submission of INDs and NDAs and other regulatory achievements; (49) partner or collaborator achievements;
(50) internal controls, including those related to the Sarbanes-Oxley Act of 2002; (51) research progress, including the development
of programs; (52) investor relations, analysts and communication; (53) manufacturing achievements (including obtaining particular
yields from manufacturing runs and other measurable objectives related to process development activities); (54) strategic partnerships
or transactions (including in-licensing and out-licensing of intellectual property; (55) establishing relationships with commercial
entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing
organizations, distributors and other vendors); (56) supply chain achievements (including establishing relationships with manufacturers
or suppliers of active pharmaceutical ingredients and other component materials and manufacturers of the Company’s products);
and (57) co-development, co-marketing, profit sharing, joint venture or other similar arrangements.


 






    23.


     


    

 


(jj)              “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board or Committee (as
applicable) for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide
basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms
or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless
specified otherwise by the Board or Committee (as applicable) (i) in the Award Agreement at the time the Award is granted or
(ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board
or Committee (as applicable) will appropriately make adjustments in the method of calculating the attainment of Performance
Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude
exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the
effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are
 “unusual” in nature or occur “infrequently” as determined under generally accepted accounting
principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested
by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such
divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of
any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash
dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus
plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be
expensed under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment
charges that are required to be recorded under generally accepted accounting principles. In addition, the Board or Committee
(as applicable) retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of
Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance
Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of
achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.


 


(kk)            “Performance
Period” means the period of time selected by the Board or Committee (as applicable) over which the attainment of
one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of
a Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion
of the Board or Committee (as applicable).


 


(ll)             
“Performance Stock Award” means a Stock Award granted under the terms and conditions of Section
6(c)(i).


 


(mm)         
“Plan” means this Protagonist Therapeutics, Inc. 2018 Inducement Plan, as it may be amended.


 


(nn)           
“Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(a).


 


(oo)             “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 






    24.


     


    

 


(pp)             “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions
of Section 6(b).


 


(qq)             “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit
Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will
be subject to the terms and conditions of the Plan.


 


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


 


(ss)            
“Rule 405” means Rule 405 promulgated under the Securities Act.


 


(tt)             
“Securities Act” means the Securities Act of 1933, as amended.


 


(uu)           
“Stock Appreciation Right” or “SAR” means a right to receive the
appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(vv)              “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be
subject to the terms and conditions of the Plan.


 


(ww)            “Stock
Award” means any right to receive Common Stock granted under the Plan, including a Nonstatutory Stock Option, a
Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock
Award.


 


(xx)            
“Stock Award Agreement” means a written agreement between the Company and a Participant evidencing
the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the
Plan.


 


(yy)            
“Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50%
of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation
(irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power
by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership,
limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting
or participation in profits or capital contribution) of more than 50%.


 


(zz)            
“Transaction” means a Corporate Transaction or a Change in Control.


 






    25.