2016 Restricted Shares Plan

(1)          The Board shall be, and hereby is, authorized to issue non-voting Common Shares pursuant to this Restricted Shares Plan to one or more additional recipients who are officers, directors, employees, executives, consultants, advisors or other similar service providers of the Company or any of its subsidiaries, upon such terms and conditions as shall be approved by the Board. Initially, all grants of shares under the Restricted Shares Plan shall be for Common Shares (non-voting); provided, however, that the Board may at any time and in its sole discretion convert all or any portion of the Common Shares (non-voting) granted under the Restricted Shares Plan into Voting Common Shares.

(2)          The Board, as the administrator of the Restricted Share Plan, shall have flexibility in establishing the terms and conditions of the shares to be granted pursuant to the Restricted Share Plan, including with respect to the vesting schedule, if any, governing any such grants.

(3)          The Board may, in its discretion, issue shares pursuant to the Restricted Share Plan which are fully-vested on the date of grant.

(4)          The following additional terms and conditions shall apply to the Restricted Shares Plan and any issuances of restricted Common Shares pursuant thereto:

(a)          The total number of restricted Common Shares issued under the Restricted Shares Plan shall initially equal to 22,336,005 Common Shares; provided, however, that the total number of Common Shares available for issuance under the Restricted Share Plan shall automatically increase in connection with any future equity financing transactions undertaken by the Company such that the total number of Common Shares which may be issued under the Restricted Share Plan shall represent 15% of the Company’s outstanding equity on a fully-diluted basis;

(b)          The grants set forth on Schedule A previously made by the Company pursuant to the 2009 Restricted Share Plan shall apply against the total number of Common Shares available for issuance pursuant to the Restricted Share Plan. All other grants made pursuant to the Company’s 2009 Restricted Share Plan will not apply against the total number of Common Shares available for issuance pursuant to the Restricted Share Plan;

(c)          Any shares (i) issued pursuant to the Restricted Share Plan or (ii) issued pursuant to the Company’s 2009 Restricted Share Plan and rolled into this Restricted Share Plan pursuant to Section 4(b), which are subsequently reacquired by the Company shall immediately become available for issuance pursuant to the Restricted Share Plan;

(d)          The Company shall at all times reserve and keep available sufficient Common Shares to satisfy the requirements of the Restricted Share Plan;

(e)          In the case of issuances of restricted Common Shares to consultants or advisors of the Company, no award may be granted unless such consultant or advisor (a) is a natural person, (b) provides bona fide services to the Company and (c) such services are not in connection with the sale of the Company’ s Common Shares in a capital-raising transaction;

(f)          In connection with each grant of Common Shares pursuant to the Restricted Shares Plan, the recipient shall enter into a Restricted Shares Purchase Agreement with the Company, which agreement shall set forth the terms and conditions associated with such Restricted Shares. The provisions of the various Restricted Shares Purchase Agreements entered into under this Restricted Share Plan need not be identical;

(g)          Any Common Shares awarded or sold under this Restricted Share Plan shall be subject to such special forfeiture conditions, rights of repurchase, rights of first refusal and other transfer restrictions as the Board may determine. Such restrictions shall be set forth in the applicable Restricted Shares Purchase Agreement and shall apply in addition to any restrictions that may apply to holders of shares generally, including those set f01th in the Company’s Amended and Restated Memorandum and Articles of Association;

(h)          No participant in the Restricted Shares Plan shall be permitted to transfer, assign, encumber or otherwise convey all or any portion of such participant’s rights to acquire securities pursuant to the Restricted Shares Plan, except by will, the laws of descent and distribution, or as pe1mitted by Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701);

(i)          The Restricted Shares Plan shall have a term of ten (10) years from the Effective Date  and no additional shares of Common Shares shall be issued pursuant to the Restricted Shares Plan following the expiration of such ten year term; and

(j)          All issuances of securities pursuant to the Restricted Shares Plan shall comply with the provisions of Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.70l), and all securities laws of the British Virgin Islands, each if applicable.

(5)          This Restricted Shares Plan may be amended by the Board at any time and from time to time.

(6)          All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Company’s Amended and Restated Memorandum and Articles of Association.