EX-10.2



 Exhibit 10.2 

ALIBABA.COM CORPORATION 

2004 SHARE OPTION PLAN 
 As
adopted May 13, 2004 
 1. Purposes of the Plan. 

The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide
additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be “Incentive Stock Options” or “Nonstatutory Stock Options,” as
determined by the Administrator at the time of grant. Share Purchase Rights may also be granted under the Plan. 
 2. Definitions.

 (a) “Administrator” means the Board or any of its Committees as shall be administering the Plan in accordance with
Section 4 hereof. 
 (b) “Board” means the Board of Directors of the Company. 

(c) “Business” means any governmental unit, corporation, partnership, joint venture, trust, individual proprietorship, firm
or other enterprise, which carries on activities for profit, and shall be deemed to include any affiliate of such Business. 
 (d)
“Cause” means, with respect to the Participant, (i) the commission of an act of theft, embezzlement, fraud, dishonesty, (ii) a material breach of any agreement or understanding between the Participant and the Company, its
Parent or Subsidiaries including, without limitation, any applicable invention assignment and confidentiality agreement or similar agreement; (iii) misrepresentation or omission of any material fact in connection with his/her employment with or
service as a Service Provider; (iv) a material failure to perform the customary duties as a Service Provider; or (v) any conduct that is materially adverse to the interests of the Company, its Parent or any of its Subsidiaries. 

(e) “Code” means the Internal Revenue Code of 1986, as amended. 

(f) “Committee” means a committee of Directors appointed by the Board in accordance with Section 4 hereof. 

(g) “Company” means Alibaba.com Corporation, a Cayman Islands company. 

(h) “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 the Company, its Parent or any of its Subsidiaries. For avoidance of doubt, a Business shall be deemed to a Competitor if (i) more than US$5 million of its revenues
are derived from the publication of supplier catalogues, supplier price information or supplier listings targeted at the trade buyer community, through paper, print, Internet or other forms of electronic media, or (ii) it operates a
business-to-business or consumer e-commerce website. 







 (i) “Consultant” means any natural person who is (a) engaged by the Company
or any Parent or Subsidiary to render consulting or advisory services to the Company or any Parent or Subsidiary; or (b) employed by an entity that is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services
to the Company or any Parent or Subsidiary. 
 (j) “Director” means a member of the Board of Directors of the Company. 

(k) “Disability” means a disability, whether temporary or permanent, partial or total, as determined by the Administrator.

 (l) “Employee” means any person employed by the Company or any Parent or Subsidiary of the Company. A Service Provider
shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company, or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of
Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director
nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 
 (m)
“Fair Market Value” means, as of any date, the value of Ordinary Shares determined as follows: 
 (i) If the Ordinary
Shares are listed on any established stock exchange or traded on a national market system, including without limitation the Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, the Fair Market Value shall be the closing
sales price for such Ordinary Shares (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable; 
 (ii) If depository receipts representing the Ordinary Shares are listed on any established
stock exchange or traded on a national market system, including without limitation the Nasdaq National Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, the Fair Market Value shall be the closing sales price for such depository
receipts (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable, multiplied by the number of Ordinary Shares that are represented by such depository receipts; 

  
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 (iii) If the Ordinary Shares are regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Ordinary Shares on the last market trading day prior to the day determination; or 

(iv) In the absence of an established market for the Ordinary Shares, the Fair Market Value thereof shall be determined in good faith by the
Administrator. 
 (n) “Family Member” means the Participant’s 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, any person sharing the Participant’s household (other
than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these
persons (or the Participant) own more than fifty percent of the voting interests. 
 (o) “Incentive Stock Option” means an
Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 
 (p) “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 
 (q) “Option” means an
option to purchase Ordinary Shares granted pursuant to the Plan. 
 (r) “Option Agreement” means a written or electronic
agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. 

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

(t) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if
each of such corporations other than the Company owns shares representing fifty percent (50%) or more of the total combined voting power of all classes of shares in one of the other corporations in such chain. 

(u) “Participant” means the holder of an outstanding Option or Share Purchase Right granted under the Plan. 

(v) “Plan” means the Alibaba.com Corporation 2004 Share Option Plan. 

(w) “Restricted Share Purchase Agreement” means an agreement for the sale and purchase of Shares from the Company to a
Participant upon the exercise by such Participant of a Share Purchase Right granted by the Company under Section 11 of this Plan. 

(x) “Service Provider” means an Employee, Director or Consultant. 

  
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 (y) “Share” or “Shares” means a share in the capital of the
Company, as adjusted in accordance with Section 12 below. 
 (z) “Share Purchase Right” means a right to purchase
Ordinary Shares pursuant to Section 11 below. 
 (aa) “Subsidiary” means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns shares representing a majority of the total combined voting power of all classes of shares in one of
the other corporations in such chain. 
 (bb) “Terminated for Cause” or “Termination for Cause” means
(i) the Company’s termination of the Participant’s status as a Service Provider for Cause; or (ii) the Participant’s voluntary resignation as a Service Provider if the Administrator determines at any time that, prior to the
Participant’s resignation, the Company had Cause to terminate such Participant’s status as a Service Provider. 
 3. Shares
Subject to the Plan. 
 Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be
subject to option and sold under the Plan is 24,300,000 Shares. There is no maximum number of shares with respect to which Options may be granted to any one Participant, in the aggregate, in any calendar year. The Shares may be authorized but
unissued, or Shares repurchased by the Company. 
 If an Option or Share Purchase Right expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option or Share
Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if the Company repurchases Shares pursuant to the Option Agreement or a Restricted Share Purchase Agreement, such
Shares shall become available for future grant under the Plan. 
 The Company intends that as long as it is not subject to the reporting
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and is not an investment company registered or required to be registered under the Investment Company Act of 1940, as amended, all grants of Options and
Share Purchase Rights and Shares issuable upon exercise of any Option shall be exempt from registration under the provisions of Section 5 of the Securities Act, and this Plan shall be administered in such a manner so as to preserve such
exemption. The Company intends for this Plan to constitute a written compensatory benefit plan within the meaning of Rule 701(b) of 17 CFR Section 230.701 (“Rule 701”) promulgated by the Securities and Exchange Commission pursuant to
the Securities Act. Unless otherwise designated by the Administrator at the time an Option is granted, all Options granted under this Plan by the Company, and the issuance of any Shares upon exercise thereof, are intended to be granted in reliance
on Rule 701. 

  
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 4. Administration of the Plan. 

(a) Administrator. The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be
constituted to comply with applicable laws. 
 (b) Powers of the Administrator. Subject to the provisions of the Plan and, in the
case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority, in its discretion: 

(i) to determine Fair Market Value; 

(ii) to select the Service Providers to whom Options and Share Purchase Rights may from time to time be granted hereunder; 

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

(iv) to approve forms of agreement for use under the Plan; 

(v) to determine the terms and conditions of any Option or Share Purchase Right granted hereunder. Such terms and conditions include, but are
not limited to, the exercise price, the time or times when Options or Share Purchase Rights may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or Share Purchase Right or the Ordinary Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine; 

(vi) to determine whether a Participant’s status as a Service Provider has been terminated for Cause 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); 

(vii) to determine whether a Business is a Competitor of the Company; 

(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws; 
 (ix) to allow Participants to satisfy
withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Share Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The
Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Participants to have Shares withheld for this purpose shall be made in such form and under
such conditions as the Administrator may deem necessary or advisable; and 

  
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 (x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan.

 (c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final
and binding on all Participants. 
 5. Eligibility. 

(a) Nonstatutory Stock Options and Share Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to
Employees. For purposes of this Section 5(a), “Service Providers” shall include prospective Service Providers to whom Options or Share Purchase Rights are granted in connection with written offers of a service relationship with the
Company or any Parent or Subsidiary. Any person who is not an Employee on the effective date of the grant of an Option may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee on the condition that
such individual become an Employee shall be deemed granted effective on the date such person begins service with the Company or any Parent or Subsidiary. The exercise price of such Incentive Stock Options shall be determined as of such date in
accordance with Section 8. 
 (b) Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any
calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in
the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time of the Option with respect to such Shares is granted. 

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

6. Term of Plan. 
 The
Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 14 of the Plan. 

7. Term of Option. 
 The
term of each Option shall be stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the
time the Option is granted, owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant
or such shorter term as may be provided in the Option Agreement. 

  
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 8. Option Exercise Price and Consideration. 

(a) The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the
Administrator, provided, however, that such price shall be no less than (a) 110% of the Fair Market Value per Share on the date of grant in the case of an Incentive Stock Option granted to an Employee who, at the time of grant of such Option,
owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company or any Parent or Subsidiary; or (b) no less than 100% of the Fair Market Value per Share on the date of grant in the case of
Incentive Stock Options granted to any other Employee. 
 (b) 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 (1) cash, (2) check,
(3) promissory note, (4) other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) consideration received by the Company
under a cashless exercise program implemented by the Company in connection with the Plan, (6) to the extent that a Share Option Agreement so provides, and if the Ordinary Shares is publicly traded, payment may be made all or in part by the
delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price
and any withholding taxes, (7) to the extent that a Share Option Agreement so provides, and if the Shares are publicly traded, payment may be made all or in part by the delivery (on a form prescribed by the Company) of an irrevocable direction
to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes, (8) by
such other consideration as may be approved by the Administrator from time to time to the extent permitted by applicable law or (9) 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. 
 9.
Exercise of Option. 
 (a) Procedure for Exercise; Rights as a Shareholder. 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 Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during
any unpaid leave of absence. An Option may not be exercised for a fraction of a Share. 

  
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 An Option shall be deemed exercised when the Company receives: (i) written or electronic
notice of exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and
method of payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the
Participant and his or her spouse or, in the case of Shares issued upon exercise of Share Purchase Rights or Nonstatutory Stock Options, in the name of Family Members. Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a Shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares 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 12 of
the Plan. 
 Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes
of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 
 (b) Termination of
Relationship as a Service Provider. If a Participant’s status as a Service Provider terminates, such Participant may exercise his or her Option within such period of time as is specified in the Option Agreement (of at least thirty
(30) days) to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan. 
 (c) 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 his or her Option within such period of time as is specified in the Option Agreement (of at least six (6) months) to the extent the Option is vested on the date of termination (but in
no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the
Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant
does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

(d) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (of at least six (6) months) to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement) by the
Participant’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant’s death. If, at the time of death, the Participant is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. 

  
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 10. Transferability. 

(a) Non-transferability. Options and Share Purchase Rights, and any interest therein, will not be transferable or assignable by
Participant, and may not be made subject to execution, attachment or similar process; provided, however, that, (i) during Participant’s lifetime, Participant can transfer Nonstatutory Stock Options and Share Purchase Rights to his or her
Family Members by gift or pursuant to domestic relations order in the settlement of marital property rights; and (b) following Participant’s death, Options and Share Purchase Rights may be transferred by will or by the laws of descent and
distribution; 
 (b) Incentive Stock Options. Incentive Stock Options shall be exercisable: (i) during the Participant’s
lifetime, only by (A) the Participant, or (B) the Participant’s guardian or legal representative; and (ii) after Participant’s death, by the legal representative of the Participant’s heirs or legatees. 

(c) Nonstatutory Stock Options. Unless otherwise restricted by the Administrator, a Nonstatutory Stock Option shall be exercisable:
(i) during the Participant’s lifetime only by (A) the Participant, (B) the Participant’s guardian or legal representative, (C) Participant’s Family Member who has acquired the Nonstatutory Stock Option by gift or
domestic relations order; or (ii) after Participant’s death, by (A) the legal representative of the Participant’s heirs or legatees; and (B) Participant’s Family Member who acquired the Nonstatutory Stock Option during
Participant’s lifetime by gift or domestic relations order. 
 11. Share Purchase Rights. 

(a) Rights to Purchase. Share Purchase Rights may be issued either alone, in addition to, or in tandem with, other awards granted under
the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Share Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer. The offer shall be accepted by execution of a Restricted Share
Purchase Agreement in the form determined by the Administrator. 
 (b) Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Share Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or Disability).
The purchase price for Shares repurchased pursuant to the Restricted Share Purchase Agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at such rate as the Administrator may determine. 

  
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 (c) Other Provisions. The Restricted Share Purchase Agreement shall contain such other
terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. 
 (d)
Rights as a Shareholder. Once the Share Purchase Right is exercised, the purchaser shall have rights equivalent to those of a Shareholder and shall be a Shareholder when his or her purchase is entered upon the appropriate books of the Company
or upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Share Purchase Right is exercised, except as provided in
Section 12 of the Plan. 
 12. Adjustments Upon Changes in Capitalization, Merger or Asset Sale. 

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by each
outstanding Option or Share Purchase Right, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or Share Purchase Rights have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option or Share Purchase Right, as well as the price per Share covered by each such outstanding Option or Share Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Ordinary Shares, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the
Company. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of Shares subject to an Option or Share Purchase Right. 
 (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 such proposed transaction. The Administrator in its discretion may provide for a
Participant to have the right to exercise his or her Option or Share Purchase Right until fifteen (15) days prior to such transaction as to all of the Shares covered thereby. In addition, the Administrator may provide that any Company
repurchase option applicable to any Shares purchased upon exercise of an Option or Share Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To
the extent it has not been previously exercised, an Option or Share Purchase Right will terminate immediately prior to the consummation of such proposed action. 

  
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 (c) Merger or Asset Sale. In the event of (1) a merger, consolidation or
reorganization of the Company with or into any other corporation or corporations as a result of which the Company is not the surviving corporation or a result of which the outstanding Shares are exchanged for or converted into cash or property or
securities not of the Company (but excluding any transaction or series of transactions effected solely for the purpose of reincorporating the Company into another jurisdiction and any transaction(s) in which the shareholders of the Company
immediately prior to such transaction(s) control, immediately after consummation of the transaction(s), more than 50% of the voting power of the surviving corporation) or (2) a sale of all or substantially all of the assets of the Company
(collectively referred to as a “Change of Control”), each outstanding Option and Share Purchase Right may be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor
corporation. In the event that the successor corporation refuses to assume or substitute for the Option or Share Purchase Right, the Participant shall fully vest in and have the right to exercise the Option or Share Purchase Right as to all of the
Shares, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Share Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the
Administrator shall notify the Participant in writing or electronically that the Option or Share Purchase Right shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Share Purchase Right
shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Share Purchase Right shall be considered assumed if, following the Change of Control, the option or right confers the right to purchase or receive,
for each Optioned Share subject to the Option or Share Purchase Right immediately prior to the Change of Control, the consideration (whether shares, cash, or other securities or property) received in the Change of Control by holders of Ordinary
Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such
consideration received in the Change of Control is not solely ordinary shares of the successor corporation or its parent corporation, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received
upon the exercise of the Option or Share Purchase Right, for each Share subject to the Option or Share Purchase Right, to be solely ordinary shares of the successor corporation or its parent corporation equal in fair market value to the per share
consideration received by holders of Ordinary Shares in the Change of Control. 
 13. Time of Granting Options and Share Purchase
Rights. 
 The date of grant of an Option or Share Purchase Right shall, for all purposes, be the date on which the Administrator makes
the determination granting such Option or Share Purchase Right, or such other future date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Option or Share Purchase Right is so
granted within a reasonable time after the date of such grant. 
 14. Amendment and Termination of the Plan. 

(a) Effective Date; Term of Plan. This Plan shall become effective as determined by the Board of Directors, but no Options granted
under this Plan shall be exercised and the Company’s right to repurchase Shares pursuant to a Restricted Share Purchase Agreement shall not lapse unless and until this Plan has been approved by the shareholders of the Company, which approval
shall be within twelve (12) months before or after the date this Plan is adopted by the Board of Directors. This Plan shall continue in effect for a term of ten (10) years unless sooner terminated under this Section 14. 

  
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 (a) Amendment and Termination. The Board of Directors in its sole discretion may terminate
this Plan at any time. The Board of Directors may amend this Plan at any time in such respects as the Board of Directors may deem advisable; provided, that any change in the aggregate number of Shares that may be issued under this Plan, other than
in connection with an adjustment under Section 12 of this Plan, shall require approval of the holders of a majority of the outstanding Shares entitled to vote. 

(b) Effect of Termination. Except as otherwise provided in Section 12, any amendment or termination of this Plan shall not affect
Options or Share Purchase Rights previously granted and such Options and Share Purchase Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Participant and the
Company, which agreement must be in writing and signed by the Participant and the Company. 
 15. Governing Law. 

This Plan shall be governed by the laws of the Cayman Islands, without reference to principles of conflicts of law. 

  
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