Q
Lotus Holdings, Inc.

Stock Option Grant Notice

2013 Equity Incentive Plan


 


FOR GOOD AND VALUABLE CONSIDERATION, Q
Lotus Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to the Optionee named below, a stock
option (the “Option”) to purchase any part or all of the specified number of shares of its Common Stock (“Option
Shares”), upon the terms and subject to the conditions set forth in this Stock Option Grant Notice (the “Grant
Notice”), at the specified purchase price per share without commission or other charge. The Option is granted pursuant
to the Q Lotus Holdings, Inc. 2013 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement (the “Option
Agreement”) promulgated under the Plan and in effect as of the date of this Grant Notice. Defined terms used in this
Grant Notice but not otherwise herein defined shall have the meanings set forth in the Plan.


 


	Optionee:	
        [Name]

	Date of Grant:	
 


	Vesting Commencement Date:	
 


	Number of Option Shares:	
 


	Exercise Price (Per Share):	
        $0.

	Total Exercise Price:	
 


	Expiration Date:	
        Ten years
        after Date of Grant*

         




 


Type of Grant:ý
Incentive Stock Option1  ̈ Nonstatutory Stock Option


 


Exercise Schedule:ý
Same as Vesting Schedule  ̈ Early Exercise Permitted


 


Vesting Schedule: [to be determined]



 


		Payment:	By one or a combination of the following items (described
in the Option Agreement):



 


ý
By cash or check


 ̈By
net exercise, if the Company has established procedures for net exercise


 


Additional Terms/Acknowledgements:
The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option
Agreement, and the Plan. The Exercise Price (Per Share) has been set at one hundred percent (100%) of the fair market value of
the Common Stock on the Date of Grant based on what the Company regards as good faith compliance with the applicable guidance issued
by the Internal Revenue Service (“IRS”) under Section 409A of the Code (“Section 409A”) in
order to avoid the Option being treated as deferred compensation under Section 409A. However, the Company can give no assurance
that the IRS will agree that the Exercise Price Per Share is at least one hundred percent (100%) of the fair market value of the
common Stock on the Date of Grant. Accordingly, by signing below, you agree and acknowledge that the Company and each of its officers,
employees, directors and stockholders shall not be liable to you or any other person for any applicable taxes, interest, penalties
or other costs associated with the Option if the IRS were to determine that the Option constitutes deferred compensation under
Section 409A. You should consult with your own tax advisor concerning the tax consequences of the Option as deferred compensation
under Section 409A.


 


Further, by their signatures below, the
Company and the Optionee agree that the Option is governed by this Grant Notice and by the provisions of the Plan and Option Agreement,
both of which are attached to and made a part of this Grant Notice. Optionee acknowledges receipt of copies of the Plan and the
Option Agreement, represents that the Optionee has read and is familiar with their provisions, and hereby accepts the Option subject
to all of their terms and conditions. Optionee further acknowledges that, as of the Date of Grant, this Grant Notice, the Option
Agreement and the Plan set forth the entire understanding between Optionee and the Company regarding the acquisition of stock in
the Company and supersede all prior oral and written agreements on that subject, with the exception of options previously granted
under the Plan.


   


 


__________________________


1 If this is an Incentive Stock
Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value
(measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.


 






    	 



    	 



    

 


 


*Optionee understands and acknowledges
that: (i) the vesting of the Option Shares will terminate upon a Termination of Service; (ii) the Option may generally only be
exercisable for a short period of time following a Termination of Service, and will thereafter terminate; and (iii) the Option
Shares are subject to a Right of Repurchase and a Right of First Refusal in favor of the Company, in each case, as set forth in
the Option Agreement or the Company’s Bylaws, as applicable.


 





	Q Lotus Holdings, Inc.	 	Optionee: [Name]
	 	 	 	 	 
	 	 	 	 	 
	By: 	 	 	 	 
	Name: 	Gary A. Rosenberg	 	Signature
	Title: 	Chief Executive Officer	 	 	 
	Date: 	 	 	Date: 	 



     


Attachments:
(I) Option Agreement; (II) 2013 Equity Incentive Plan; and (III) Notice of Exercise


 






    	 



    	 



    

 


Attachment I


 


Option
Agreement


 






    	 



    	 



    

  


Attachment II


 


2013
Equity Incentive Plan


 






    	 



    	 



    

  


Attachment III


 


Notice
Of Exercise


 


Q
Lotus Holdings, Inc.


20 N. Wacker Drive, Suite 4120


Chicago, Illinois 60606


Date of Exercise: _______________


 


Ladies and Gentlemen:


 


This constitutes notice
under my stock option that I elect to purchase the number of shares for the price set forth below.


 


	Type of option (check one):	Incentive   ̈	Nonstatutory   ̈
	Stock option dated:	_______________	 
	Number of shares as to which option is

exercised:	_______________	 
	Certificates to be issued in name of:	_______________	 
	Total exercise price:	$______________	 
	Cash or check payment delivered

herewith:	$______________	 


By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the 2008 Equity Incentive Plan,
(ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating
to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing
within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option
that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock
are issued upon exercise of this option.


 


I hereby make the following
certifications and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”),
which are being acquired by me for my own account upon exercise of the Option as set forth above:


 


I acknowledge that
the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and
are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act.
I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted
under the Option Agreement (as defined in the Stock Option Grant Notice executed by me), Securities Act and any applicable state
securities laws.


 


I further acknowledge
that I will not be able to resell the Shares except as otherwise permitted in the Option Agreement, and for at least ninety days
(90) after the stock of the Company becomes publicly traded (i.e., subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the
Company under Rule 144.


 






    	 



    	 



    

  


I further acknowledge
that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate
legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Option Agreement,
the Company’s Certificate of Incorporation, Bylaws and/or applicable securities laws.


 


I further agree that,
if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of
the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale,
any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act or such longer period as necessary to permit compliance
with NASD Rule 2711 and similar or successor regulatory rules and regulations (the “Lock Up Period”). I further
agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that
are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant,
the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end
of such period.


 


Very truly yours,


 


__________________________________