GAN
LIMITED


2020 EQUITY
INCENTIVE PLAN


 


NONSTATUTORY
STOCK OPTION AGREEMENT


 


The
Company hereby grants an Option to purchase Shares to the Optionee named below. The terms and conditions of the Option are set
forth in this cover sheet and the attached Nonstatutory Stock Option Agreement (together, this “Agreement”)
and in the GAN Limited 2020 Equity Incentive Plan as it may be amended from time to time. Unless otherwise defined in this Agreement,
certain capitalized terms used in this cover sheet and Agreement are defined in the 2020 Equity Incentive Plan.


 


Date of Option Grant: __________________,
[YEAR]


 


Name of Optionee: _________________________________________________


 


Number of Shares Covered by Option:
______________


 


Exercise Price per Share: $_____.___


 


Fair Market Value of a Share on Date
of Option Grant: $_____.___


 


Expiration Date: _____________, [YEAR]
[DO NOT EXCEED TEN YEARS FROM GRANT] This Option will expire earlier as a result of certain events, including your Separation
From Service, as provided in this Agreement.


 


Vesting Calculation Date: _____________,
[YEAR]


 


Vesting Schedule:


 


Subject
to all the terms of this Agreement and your continuous Service through the applicable dates of vesting, your right to purchase
Shares under this Option shall incrementally vest [as to 25% of the total number of Shares covered by this Option, as shown above,
on each of the first four anniversaries of the Vesting Calculation Date.] OR [INSERT OTHER VEST SCHEDULE] In all cases, the resulting
aggregate number of vested Shares will be rounded down to the nearest whole number. Upon termination of your Service at any time
and for any reason or no reason, all of the then outstanding unvested portion of this Option shall be forfeited to the Company
without consideration as of your Termination Date. No partial vesting credit will be provided no matter when your Termination
Date occurs.


 


By
signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan. You are also
acknowledging receipt of this Agreement and a copy of the Plan and the Plan’s prospectus. Any inconsistency between this
Agreement and the Plan shall be resolved by reference to the Plan. 


 


	Optionee:	 	 
	 	(Signature)	 
	 	 	 
	Company:	 	 
		(Signature)	 
	 	 	 
	Title:
    	 	 
	Attachment	 	 


 




    	 	 	 



     


    

 


GAN
LIMITED


2020 EQUITY
INCENTIVE PLAN


 


NONSTATUTORY
STOCK OPTION AGREEMENT


 


	1.	The
    Plan and Other Agreements	 	The
                                text of the Plan is incorporated in this Agreement by reference. You and the Company agree to
                                execute such further instruments and to take such further action as may reasonably be necessary
                                to carry out the intent of this Agreement.

         

        This
        Agreement and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior
        agreements, commitments or negotiations concerning this Option are superseded.

         

        [USE
        FOLLOWING PARAGRAPH ONLY FOR AN OPTION ISSUED UNDER A PRIOR PLAN AND FOR WHICH THIS IS REPLACEMENT OPTION] This Award
        is a Substitute Award for the unexercised and outstanding portion of the Prior Plan Award granted to you on [DATE] under
        the GAN plc Share Option Plan 201[7][9]. The above Number of Shares Covered by Option and Exercise Price per Share reflect
        the conversion and exchange ratio of GAN plc shares into Shares and the currency conversion rate for GBP to USD as of
        the Date of Option Grant. You acknowledge and agree that you have no further rights or claims under the Prior Plan Award
        and that the Plan and this Agreement govern the terms of this Substitute Award.

	 	 	 	 
	2.	Award of Nonstatutory
    Stock Option	 	The
                                Company awards you a Nonstatutory Stock Option as shown on the cover sheet to this Agreement.
                                This Option is not intended to be an Incentive Stock Option under section 422 of the Code and
                                will be interpreted accordingly.

         

        This
        Option is not intended to be deferred compensation under section 409A of the Code and will be interpreted accordingly.

	 	 	 	 
	3.	Vesting	 	This
    Option is only exercisable before it expires and only with respect to the vested portion of the Option. This Option will vest
    according to the Vesting Schedule described in the cover sheet of this Agreement.
	 	 	 	 
	4.	Term	 	Your
    Option will expire in all cases no later than the close of business at Company headquarters on the Expiration Date, as shown
    on the cover sheet. Your Option may expire earlier if your Service terminates, as described in Sections 5, 6 and 7 below or
    on the date on which the Option is cancelled (and not substituted or assumed) pursuant to a Change in Control or merger or
    acquisition or reorganization or similar transaction involving the Company. You are solely responsible for determining whether
    and when to exercise any vested portion of this Option and also for keeping track of when your Option expires and when it
    therefore can no longer be exercised. The Company has no obligation (and does not intend) to provide you with any further
    notice of your Option’s expiration dates. The Company will have no liability to you or to any other person if all or
    any portion of your Option is not exercised before it expires for any reason.


 




    	 	 	 



     


    

 


	5.	Termination
    of Service - General	 	If,
    while the Option is outstanding, your Service terminates for any reason, other than being terminated by the Company for Cause
    or due to your death or Disability, then the unvested portion of your Option shall be forfeited without consideration and
    shall immediately expire on your Termination Date and the vested portion of your Option will expire at the earlier of (i)
    the close of business at Company headquarters on the date that is three (3) months after your Termination Date, (ii) the Expiration
    Date set forth in the attached cover sheet and further described in Section 4 above, or (iii) the date on which the Option
    is cancelled (and not substituted or assumed) pursuant to a Change in Control or merger or acquisition or reorganization or
    similar transaction involving the Company. In no event is the Option exercisable after the Expiration Date.
	 	 	 	 
	6.	Termination
    of Service for

    Cause	 	If
    your Service is terminated by the Company for Cause or if you commit an act(s) of Cause while this Option is outstanding,
    as determined by the Committee in its sole discretion, then you shall immediately forfeit all rights to your Option without
    consideration, including any vested portion of the Option, and the entire Option shall immediately expire, and any rights,
    payments and benefits with respect to the Option shall be subject to reduction or recoupment in accordance with applicable
    Company policies and the Plan. For avoidance of doubt, your Service shall also be deemed to have been terminated for Cause
    by the Company if, after your Service has otherwise terminated, facts and circumstances are discovered that would have justified
    a termination for Cause, including, without limitation, your violation of Company policies or breach of confidentiality or
    other restrictive covenants or conditions that may apply to you prior to or after your Termination Date.
	 	 	 	 
	7.	Termination
    of Service due to Death or Disability; Death after Termination of Service	 	If
    your Service terminates because of your death or Disability, then the unvested portion of your Option shall be forfeited without
    consideration and shall immediately expire on your Termination Date and the vested portion of your Option will expire at the
    earlier of (i) the close of business at Company headquarters on the first anniversary of your Termination Date, (ii) the Expiration
    Date set forth in the attached cover sheet and further described in Section 4 above, or (iii) the date on which the Option
    is cancelled (and not substituted or assumed) pursuant to a Change in Control or merger or acquisition or reorganization or
    similar transaction involving the Company. In no event is the Option exercisable after the Expiration Date.


 




    	 	 	 



     


    

 


	8.	Notice
    of Exercise	 	When
                                you wish to exercise this Option, you must notify the Company by filing a “Notice of Exercise”
                                form at the address given on the form. Your notice must specify how many Shares you wish to purchase.
                                The notice can only become effective after it is received by the Company.

         

        If someone
        else wants to exercise this Option after your death, that person must prove to the Company’s satisfaction that he
        or she is entitled to do so.

	 	 	 	 
	9.	Form of Payment	 	When
                                you submit your notice of exercise, you must include payment of the aggregate Exercise Price for
                                the Shares you are purchasing. Payment may be made in one (or a combination) of the following
                                forms:

         

        ·    Cash
        received directly from Optionee’s brokerage account.

         

        ·    To
        the extent a public market for the Shares exists as determined by the Company, by Cashless Exercise through delivery (on
        a form prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all
        or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

         

        ·    To
        the extent approved by the Committee in its discretion and with all terms and conditions determined by the Committee,
        payment may be made in another form of legal consideration acceptable to the Committee and in accordance with the Plan.

	 	 	 	 
	10.	Transfer of Award	 	Prior
    to your death, only you may exercise this Option. You cannot gift, transfer, assign, alienate, pledge, hypothecate, attach,
    sell, or encumber this Option. If you attempt to do any of these things, this Option will immediately become invalid. You
    may, however, dispose of this Option in your will or it may be transferred by the laws of descent and distribution. Regardless
    of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse,
    nor is the Company obligated to recognize your spouse’s interest in your Option in any other way.
	 	 	 	 
	11.	Leaves of Absence	 	For
    purposes of this Option, your Service does not terminate when you go on a bona fide leave of absence that was approved
    by the Company in writing, if the terms of the leave of absence provide for Service crediting, or when Service crediting is
    required by applicable law. Your Service terminates in any event when the approved leave of absence ends unless you immediately
    return to active work.


 




    	 	 	 



     


    

 


	 	 	 	The
    Company determines which leaves of absence count for this purpose (along with determining the effect of a leave of absence
    on vesting of the Option), and when your Service terminates for all purposes under the Plan.
	 	 	 	 
	12.	Shareholder Rights	 	You,
    or your estate, shall have no rights as a shareholder of the Company with regard to the Option until you have been issued
    the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be
    made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares
    are issued, except as provided in the Plan.
	 	 	 	 
	13.	Taxes and Withholding	 	You
                                will be solely responsible for payment of any and all applicable taxes, including without limitation
                                any penalties or interest based upon such tax obligations, associated with this Award.

         

        You will
        not be allowed to exercise this Option unless you make acceptable arrangements to pay any withholding or other taxes that
        may be due as a result of the Option exercise or sale of Shares acquired under this Option.

         

        To the
        extent a public market for the Shares exists as determined by the Company, such withholding taxes may be settled by Cashless
        Exercise through delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker to
        sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the withholding taxes.

         

        To the
        extent approved by the Committee in its discretion and with all terms and conditions determined by the Committee, payment
        of withholding taxes may be made in another form of legal consideration acceptable to the Committee.

	 	 	 	 
	14.	Code Section 409A	 	This
    Award will be administered and interpreted to comply with Code Section 409A. The provisions of the Plan concerning Code Section
    409A will apply to this Award to the extent needed.



 




    	 	 	 



     


    

 


	15.	Restrictions
    on Exercise and Resale	 	By
                                signing this Agreement, you agree not to (i) exercise this Option (“Exercise Prohibition”),
                                or (ii) sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise
                                effect a similar transaction of any Shares acquired under this Option (each a “Sale Prohibition”)
                                at a time when applicable laws, regulations or Company or underwriter trading policies prohibit
                                the exercise or disposition of Shares. The Company will not permit you to exercise this Option
                                if the issuance of Shares at that time would violate any law or regulation. The Company shall
                                have the right to designate one or more periods of time, each of which generally will not exceed
                                one hundred eighty (180) days in length (provided however, that such period may be extended in
                                connection with the Company’s release (or announcement of release) of earnings results or
                                other material news or events), and to impose an Exercise Prohibition and/or Sale Prohibition,
                                if the Company determines (in its sole discretion) that such limitation(s) is needed in connection
                                with a public offering of Shares or to comply with an underwriter’s request or trading policy,
                                or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities
                                Act or any state securities laws with respect to any issuance of securities by the Company, facilitate
                                the registration or qualification of any securities by the Company under the Securities Act or
                                any state securities laws, or facilitate the perfection of any exemption from the registration
                                or qualification requirements of the Securities Act or any applicable state securities laws for
                                the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or
                                appropriately legend any stock certificates issued pursuant to this Option in order to ensure
                                compliance with the foregoing. Any such Exercise Prohibition shall not alter the vesting schedule
                                set forth in this Agreement other than to limit the periods during which this Option shall be
                                exercisable.

         

        If the
        sale of Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which
        requires an investment representation or other representation and warranty, you shall represent and agree that the Shares
        being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make
        such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel.

         

        You may
        also be required, as a condition of exercise of this Option, to enter into any Company shareholder agreement or other
        agreements that are applicable to shareholders.

	 	 	 	 
	16.	Clawback Policy	 	You
    expressly acknowledge and agree to be bound by Section 14(e) of the Plan, which contains provisions addressing the Company’s
    policy on recoupment of equity or other compensation.
	 	 	 	 
	17.	No Retention Rights	 	Your
    Option or this Agreement does not give you the right to be retained by the Company Group in any capacity. The Company Group
    reserves the right to terminate your Service at any time and for any reason.


 




    	 	 	 



     


    

 


	18.	Extraordinary
    Compensation	 	This
    Option and the Shares subject to the Option are not intended to constitute or replace any pension rights or compensation and
    are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation,
    and in no way represent any portion of your salary, compensation or other remuneration for any purpose, including but not
    limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses,
    long-service awards, pension or retirement benefits or similar payments.
	 	 	 	 
	19.	Adjustments	 	In
    the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by this
    Option (rounded down to the nearest whole number) and the Exercise Price per Share shall be adjusted pursuant to the Plan.
    Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company
    is subject to such corporate activity.
	 	 	 	 
	20.	Legends	 	All
    certificates or book entries representing the Shares issued under this Award may, where applicable, have endorsed thereon
    the following notations or legends and any other notation or legend the Company determines appropriate:
	 	 	 	 
	 	 	 	“THE
    SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES
    SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF
    SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY
    OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”
	 	 	 	 
	 	 	 	“THE
    SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR QUALIFIED UNDER THE SECURITIES
    LAWS OF ANY STATE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
    SUCH ACT OR QUALIFICATION UNDER APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL,
    THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.”
	 	 	 	 
	21.	Applicable Law	 	This
    Agreement will be interpreted and enforced under the laws of the state of New York without reference to the conflicts of law
    provisions thereof.


 




    	 	 	 



     


    

 


	22.	Regulatory
    Compliance	 	The
    issuance of Share pursuant to this Agreement shall be subject to full compliance with all applicable requirements of law and
    the requirements of any stock exchange or interdealer quotation system upon which the Shares may be listed or traded.
	 	 	 	 
	23.	Binding Effect; No
    Third Party Beneficiaries	 	This
    Agreement shall be binding upon and inure to the benefit of the Company and you and any respective heirs, representatives,
    successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company
    and you and any respective heirs, representatives, successors and permitted assigns. The parties agree that this Agreement
    shall survive the settlement or termination of the Award.
	 	 	 	 
	24.	Notice	 	Any
    notice to be given or delivered to the Company relating to this Agreement shall be in writing and addressed to the Company
    at its principal corporate offices. All notices shall be deemed effective upon personal delivery or upon deposit in the postal
    mail, postage prepaid and properly addressed to the Company. Any notice to be given or delivered to you relating to this Agreement
    may be delivered by electronic form including without limitation by email (including prospectuses required by the SEC) as
    well as all other documents that the Company is required to deliver to its security holders (including annual reports and
    proxy statements). The Company may also deliver these documents by posting them on a web site maintained by the Company or
    by a third party under contract with the Company.
	 	 	 	 
	25.	Voluntary Participant	 	You
    acknowledge that you are voluntarily participating in the Plan.
	 	 	 	 
	26.	No Rights to Future
    Awards	 	Your
    rights, if any, in respect of or in connection with this Option or any other Awards are derived solely from the discretionary
    decision of the Company to permit you to participate in the Plan and to benefit from a discretionary future Award. By accepting
    this Option, you expressly acknowledge that there is no obligation on the part of the Company to continue the Plan and/or
    grant any additional Awards to you or benefits in lieu of Options or any other Awards even if Awards have been granted repeatedly
    in the past. All decisions with respect to future Awards, if any, will be at the sole discretion of the Committee.
	 	 	 	 
	27.	Future Value	 	The
    future value of the underlying Shares is unknown and cannot be predicted with certainty. If the underlying Shares do not increase
    in value after the Date of Option Grant, the Option will have little or no value. If you exercise the Option and obtain Shares,
    the value of the Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price. 


 




    	 	 	 



     


    

 


	28.	No Advice
    Regarding Award	 	The
    Company has not provided any tax, legal or financial advice, nor has the Company made any recommendations regarding your participation
    in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal
    tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.
	 	 	 	 
	29.	No Right to Damages	 	You
    will have no right to bring a claim or to receive damages if any portion of the Option is cancelled or expires unexercised.
    The loss of existing or potential profit in the Option will not constitute an element of damages in the event of the termination
    of your Service for any reason, even if the termination is in violation of an obligation of the Company Group to you.
	 	 	 	 
	30.	Data Privacy	 	You
    hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal
    data as described in this document by the Company for the exclusive purpose of implementing, administering and managing your
    participation in the Plan. You understand that the Company holds certain personal information about you, including, but not
    limited to, name, home address and telephone number, date of birth, gender, social security or insurance number or other identification
    number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Awards or
    any other entitlement to Shares awarded, cancelled, purchased, exercised, vested, unvested or outstanding in your favor for
    the purpose of implementing, managing and administering the Plan (“Data”). You understand that the Data
    may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these
    recipients may be located in your country or elsewhere and that the recipient country may have different data privacy laws
    and protections than your country. You authorize the recipients to receive, possess, use, retain and transfer the Data, in
    electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including
    any requisite transfer of such Data, as may be required to a broker or other third party with whom you may elect to deposit
    any Shares acquired under the Plan.
	 	 	 	 
	31.	Other Information	 	You
    agree to receive shareholder information, including copies of any annual report, proxy statement and periodic report, from
    the Company’s website, if the Company wishes to provide such information through its website. You acknowledge that copies
    of the Plan, Plan prospectus, Plan information and shareholder information are also available upon written or telephonic request
    to the Plan’s administrator.


 




    	 	 	 



     


    

 


	32.	Further
    Assistance	 	You
    agree to provide assistance reasonably requested by the Company in connection with actions taken by you while providing services
    to the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company
    arising from events during the period in which you rendered service to the Company.
	 	 	 	 
	33.	Legal Compliance	 	The
    Company Group is not responsible for your legal compliance requirements relating to this Award, including, but not limited
    to, tax reporting.
	 	 	 	 
	34.	Additional Conditions	 	If
    the Company shall determine, in its sole discretion, that the consent or approval of any governmental authority is necessary
    or desirable as a condition to the payment of benefits to you pursuant to the Plan, such payment shall not occur until such
    registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable
    to the Company.
	 	 	 	 
	35.	Enforcement	 	The
    Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach
    of any provision of this Agreement and to exercise all other rights to which it may be entitled. You agree and acknowledge
    that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company may in
    its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive
    relief in order to enforce or prevent any violations of the provisions of this Agreement.
	 	 	 	 
	36.	Nondisclosure of Confidential
    Information	 	You
    acknowledge that the businesses of the Company is highly competitive and that the Company’s strategies, methods, books,
    records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures
    and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present
    or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are
    valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors.
    You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure
    and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of
    your duties to and association with the Company, you have had and will have access to and have and will become informed of
    confidential business information which is a competitive asset of the Company. You hereby agree that you will not, at any
    time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets
    of the Company, or make any use thereof, except in the carrying out of services responsibilities. You shall take all necessary
    and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation,
    misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if
    the same becomes part of the public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding,
    a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is
    in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and
    obligations as a service provider or under this Agreement are at issue; provided, however, that you shall, to the extent practicable
    and lawful in any such events, give prior notice to the Company of your intent to disclose any such confidential business
    information in such context so as to allow the Company an opportunity (which you will not oppose) to obtain such protective
    orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the
    Company would not be considered confidential to the Company. In the event of any conflict in terms between this Section 36
    and the terms of any Company confidentiality or proprietary information agreement you have executed, the terms of such other
    confidentiality or proprietary information agreement shall prevail and govern.


____________________________


 




    	 	 	 



     


    

 


GAN
LIMITED


NOTICE OF EXERCISE
OF NONSTATUTORY STOCK OPTION BY OPTIONEE


 


GAN Limited


400 Spectrum Center Drive, Suite 1900


Irvine, CA 92618


Attention: Corporate Secretary


 


	Re:	Exercise
    of Nonstatutory Stock Option to Purchase Shares of Company Stock
	 	 	 
	 	 	 
	 	[PRINT
    NAME OF OPTIONEE]	 


 


Pursuant
to the Nonstatutory Stock Option Agreement dated ___________________, ______ between GAN Limited (the “Company”) and
me, made pursuant to the 2020 Equity Incentive Plan (the “Plan”), I hereby request to purchase _______ Ordinary Shares
(whole number only and must be not less than one hundred (100) Ordinary Shares or the remaining number of vested Ordinary Shares
subject to this Option) of the Company (the “Shares”), at the exercise price of $__________ per Share. I am hereby
making full payment of the aggregate exercise price by one or more of the following forms of payment in accordance with the whole
number percentages that I have provided below. I further understand and agree that I will timely satisfy any and all applicable
tax withholding obligations as a condition of this Option exercise.


 


	 	Percentage

        of Payment
	Form of
    Payment As Provided In the Nonstatutory Stock Option Agreement
	 	 	 
	 	_________%	Cash received directly
    from my brokerage account
	 	 	 
	 	_________%	Cashless Exercise (if
    a public market then exists for the Shares)
	 	100%	 


 


I
acknowledge that I have received, understand and continue to be bound by all of the terms and conditions set forth in the Plan,
Plan prospectus and in the Nonstatutory Stock Option Agreement.


 


Dated: __________________


 


	 	 
	(Optionee’s
    Signature)	 
	 	 
	 	 
	 	 
	 	 
	(Full
    Address)	 


 


*THIS NOTICE OF EXERCISE MAY BE
REVISED BY THE COMPANY AT ANY TIME WITHOUT NOTICE.