Common use of Share Plans Clause in Contracts

Share Plans. (a) An aggregate of 18,107,143 Ordinary Shares has been reserved for the issuance to officers, directors, employees and consultants of the Company according to a share incentive option plan adopted by the Board and approval by the Company’s Shareholders (the “Share Plan”). Unless approved by the Board (including the affirmative vote of the Majority Preferred Directors), all officers, directors, employees and consultants of the Company (the “Grantees”) who shall purchase, or receive options to purchase, shares of the Company under the Share Plan shall be required to execute share purchase or option agreements providing for (i) vesting of Shares over not less than a four (4) year period with the first twenty five percent (25%) of such shares vesting following twelve (12) months of continued employment or services, and the remaining shares vesting in equal monthly installments over the following thirty-six (36) months; and (ii) a one-hundred and eighty (180) day lockup period after the consummation of Company’s Qualified IPO. (b) The Company shall retain a “right of first refusal” on the transfer of Ordinary Shares issued to the Grantees under the Share Plan until the consummation of the Qualified IPO. All unvested options shall lapse and all Ordinary Shares issued to the Grantees under the Share Plan may be repurchased by the Company upon resignation or termination of the Grantees’ employment or services with the Group Company with or without cause. The Company shall also retain the right to repurchase unvested shares at cost in connection with restricted shares purchased by a Grantee pursuant to any “early-exercise” provisions included in such Grantee’s option or restricted stock purchase agreement. (c) Subject to applicable Laws, the Company shall, the Founders shall procure the Company to, cause all Grantees under the Share Plan not to exercise options prior to an IPO and completion of registrations required by applicable Laws.