As filed with the Securities and Exchange Commission
on September 20, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOS Limited
(Exact name of Registrant as specified in its
charter)
| Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification Number) |
Building 6, East Seaview Park, 298 Haijing Road,
Yinzhu Street
West Coast New District, Qingdao City, Shandong
Province 266400
People’s Republic of China
+86-532-86617117
(Address and telephone number of Registrant’s
principal executive offices)
2024 Equity Incentive Plan
(Full title of the plans)
Puglisi & Associates
850 Library Avenue
Suite 204
Newark, Delaware 19711
(Name, address and telephone number of agent
for service)
Copies to:
Joan Wu, Esq.
Hunter Taubman Fischer & Li LLC
950 Third Avenue, 19th Floor
New York, NY 10022
(212) 530-2208
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
| Non-accelerated filer |
|
☒ |
|
Smaller reporting company |
|
☐ |
| |
|
|
|
Emerging growth company |
|
☐ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. |
Plan
Information |
| |
|
| |
The
document(s) containing the information specified in Part I of the Registration Statement will be sent or given to the participants
as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities
and Exchange Commission (the “SEC”), either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference herein pursuant to Item
3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
| Item 2. |
Registrant
Information and Employee Plan Annual Information* |
| |
|
| |
The
written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the plans covered
by this Registration Statement pursuant to Rule 428(b) under the Securities Act. In accordance with the rules and regulations of
the SEC and the instructions to Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. |
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation
of Documents by Reference. |
The
following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as
of their respective dates in this Registration Statement:
| (a) | The
Registrant’s latest annual report on Form 20-F for the year ended December 31, 2023
filed with the SEC on May 15, 2024 (File No. 001-38051) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”); |
| (c) | The
description of the Registrant’s Class A Ordinary shares incorporated by reference
in the Registrant’s registration statement on Form 8-A (File No. 001-38051) filed
with the Commission on April 4, 2017, including any amendment and report subsequently
filed for the purpose of updating that description. |
In
addition, this Registration Statement will incorporate by reference all other documents subsequently filed by the Registrant under Section 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement indicating that
all securities offered have been sold or deregistering all securities then remaining unsold. All those documents will be considered a
part of this Registration Statement from the respective dates the Registrant files them. Any statement in a document incorporated or
deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that
a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated
by reference modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded,
to be a part of this Registration Statement.
| Item 4. |
Description
of Securities. |
Not
applicable.
| Item 5. |
Interests
of Named Experts and Counsel. |
Not
applicable.
| Item 6. |
Indemnification
of Directors and Officers. |
Cayman
Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers
and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s Sixth Amended and
Restated Memorandum and Articles of Association provide for indemnification of each of the Registrant’s officers and directors
against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified
person, other than by reason of his or her own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s
business or affairs (including as a result of any mistake or judgement) or in the execution or discharge of his or her duties, powers,
authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities
incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant
or its affairs in any court whether in the Cayman Islands or elsewhere.
Pursuant
to the form of indemnification agreement, which was filed as Exhibit 10.6 to the Registrant’s registration statement on Form F-1, as
amended (Registration No. 333-217064), the Registrant has agreed to indemnify its directors and executive officers against
certain liabilities and expenses incurred by such person in connection with claims made by reason of their being such a director or officer.
The
form of underwriting agreement, which was filed as Exhibit 1.1 to the Registrant’s registration statement on Form F-1, as
amended (Registration No. 333-217064), also provides for indemnification by the underwriters of the Registrant and its
directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such
liabilities are caused by information relating to the underwriters furnished to the Registrant in writing expressly for use in such registration
statement and certain other disclosure documents.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
| Item 7. |
Exemption
from Registration Claimed. |
Not
applicable.
See
Exhibit Index.
| (a) | The
undersigned Registrant hereby undertakes: |
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| |
(i) |
To
include any prospectus required by section 10(a)(3) of the Securities Act; |
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in this Registration Statement; and |
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement; |
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included on a post-effective amendment
by those paragraphs is contained in periodic reports filed by or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
| (2) | That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering. |
| (b) | The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Qingdao, People’s Republic of China, on September 20, 2024.
| |
SOS Limited |
| |
|
|
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By: |
/s/ Yandai Wang |
| |
Name: |
Yandai Wang |
| |
Title: |
Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Yandai Wang his true and lawful attorney-in-fact and
agent, each acting alone, each with full power of substitution, for him and in his name, place and stead, in any and all capacities,
to sign any or all amendments, including post-effective amendments, and supplements to this Registration Statement on Form S-8, and
to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange
Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or his substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
| /s/
Yandai Wang |
|
Executive
Chairman and Chief Executive Officer
(principal executive officer) |
|
September
20, 2024 |
| Name:
Yandai Wang |
|
|
| |
|
|
| /s/
Li Sing Leung |
|
Director
and Chief Financial Officer
(principal financial and accounting officer) |
|
September
20, 2024 |
| Name:
Li Sing Leung |
|
|
| |
|
|
| /s/
Russell Krauss |
|
Director |
|
September
20, 2024 |
| Name:
Russell Krauss |
|
|
| |
|
|
| /s/
Douglas L. Brown |
|
Director |
|
September
20, 2024 |
| Name:
Douglas L. Brown |
|
|
| |
|
|
| /s/
Ronggang (Jonathan) Zhang |
|
Director |
|
September
20, 2024 |
| Name:
Ronggang (Jonathan) Zhang |
|
|
| |
|
|
| /s/
Wenbin Wu |
|
Director |
|
September
20, 2024 |
| Name:
Wenbin Wu |
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of SOS Limited, has signed this
Registration Statement or amendment thereto in Newark, DE on September 20, 2024.
| |
Authorized U.S. Representative |
| |
|
|
| |
By: |
/s/ Donald J. Puglisi |
| |
Name: |
Donald J. Puglisi |
| |
Title: |
Managing Director Puglisi & Associates |
EXHIBIT
INDEX
| ** |
No
exhibit to be filed as the Registrant does not issue physical ordinary share certificates. |
Exhibit 5.1
| Our Ref |
RDS/696731-000001/30278234v2 |
| Direct tel |
+852 9016 8024 |
| Email |
richard.spooner@maples.com |
SOS Limited
Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
20 September 2024
Dear Sirs
SOS Limited (the “Company”)
We have acted as Cayman Islands legal
counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission
(the “Commission”) on or about 20 September 2024 (the
“Registration Statement”) relating to the registration
under the United States Securities Act of 1933, as amended, (the “Securities
Act”) of 52,000,000 Class A Ordinary Shares, par value US$0.005 per share (the “Shares”),
issuable by the Company pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”).
For the purposes of giving this opinion,
we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the memorandum and articles of association
of the Company adopted by special resolution passed on 26 July 2021 and as amended by ordinary resolutions of the shareholders passed
on 1 May 2023 and 15 August 2024 (the “Memorandum and Articles”),
the minutes of the annual general meeting of the Company held on 15 August 2024 (the “Minutes”),
and the written resolutions of the directors of the Company dated 12 July 2024 (together with the resolutions set out in the Minutes,
the “Resolutions”).
Based upon, and subject to, the assumptions
and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
| 1. | The Shares to be issued by the Company and registered under
the Registration Statement have been duly and validly authorized. |
| 2. | When issued and paid for in accordance with the terms of
the Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members (shareholders) of the Company,
the Shares will be validly issued, fully paid and non-assessable. |
In this opinion letter, the phrase “non-assessable”
means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to
make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of
an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the
corporate veil).
These opinions are subject to the qualification
that under the Companies Act (As Revised) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded
as prima facie evidence of any matters which the Companies Act
(As Revised) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry
in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and
based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to
the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity
or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other
promulgations.
We have also relied upon the assumptions, which
we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed
copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) there is
nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect
the opinions set out above, and (d) upon the issue of any Shares, the consideration received by the Company shall be not less than
the par value of such Shares.
We have also relied upon the assumptions, which
we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed
copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) the
Memorandum and Articles remain in full force and effect and are unamended, (d) the Resolutions were duly passed in the manner
prescribed in the Memorandum and Articles and have not been amended, varied or revoked in any respect, (e) there is nothing under
any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out above, and (f) upon the issue
of any Shares, the Company will receive consideration which shall be not less than the par value of such Shares.
This opinion letter is to and for the
benefit solely of the addressee and may not be relied upon by any other person for any purpose.
We consent to the use of this opinion
as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments
thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities
Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including
this opinion as an exhibit or otherwise.
Yours faithfully
Maples and Calder (Hong Kong) LLP
Exhibit 10.1
SOS LIMITED
2024 EQUITY INCENTIVE PLAN
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. |
The Plan permits the grant
of Incentive Share Options, Nonstatutory Share Options, Restricted Stock, Share Appreciation Rights, Restricted Share Units, Performance
Units, Performance Shares, and Other Share Based Awards.
2. Definitions.
As used herein, the following definitions will apply:
(a) “162(m) Award”
means an Award that is granted to a Covered Employee and is intended to qualify as “performance-based” under Section 162(m)
of the Code
(b) “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
(c) “Applicable
Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities,
tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system,
of any jurisdiction applicable to Awards granted to residents therein.
(d) “Award”
means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Stock, Restricted Stock Units, Performance Units,
Performance Shares or Other Stock Based Awards.
(e) “Award Agreement”
means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The
Award Agreement is subject to the terms and conditions of the Plan.
(f) “Awarded Stock”
means the Common Stock subject to an Award.
(g) “Board”
means the Board of Directors of the Company.
(h) “Change in
Control” means the occurrence of any of the following events:
(i) Any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule
13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of
the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition
of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors.
“Incumbent Directors” means directors who either (A) are Directors as of the effective date of the Plan, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time
of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened
proxy contest relating to the election of directors to the Company); or
(iv) The consummation of
a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
(i) “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.
(j) “Committee”
means a committee of Directors or other individuals satisfying Applicable Laws appointed by the Board in accordance with Section 4
of the Plan
(k) “Common Stock”
means the Class A ordinary shares of the Company, par value $0.0001 per share, or in the case of Performance Units, Restricted Stock
Units, and certain Other Stock Based Awards, the cash equivalent thereof, as applicable.
(l) “Company”
means SOS Limited.
(m) “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.
(n) “Covered Employees”
means those persons who the Committee determines are subject to the limitations of Section 162(m) of the Code.
(o) “Director”
means a member of the Board.
(p) “Disability”
means total and permanent disability as defined in Section 22(e)(3) of the Code, provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform
and non-discriminatory standards adopted by the Administrator from time to time.
(q) “Dividend Equivalent”
means a credit, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the value of dividends
paid on one Share for each Share represented by an Award held by such Participant.
(r) “Employee”
means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service
as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
(s) “Exchange Act”
means the Securities Exchange Act of 1934, as amended.
(t) “Exchange Program”
means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may
have lower exercise prices and different terms), Awards of a different type, and/or cash, and/or (ii) the exercise price of an outstanding
Award is reduced. The terms and conditions of any Exchange Program will be determined by the Administrator in its sole discretion.
(u) “Fair Market
Value” means, as of any date, the value of Common Stock determined as follows:
(i) If the Common Stock
is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, its
Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange
or system for the last market trading day on or prior to the date of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;
(ii) If the Common Stock
is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common
Stock will be the mean between the high bid and low asked prices for the Common Stock for the last market trading day on or prior to the
date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
or
(iii) In the absence of
an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.
Notwithstanding the preceding,
for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, the Fair
Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time
to time.
(v) “Fiscal Year”
means the fiscal year of the Company.
(w) “Incentive
Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
(x) “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(y) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(z) “Option”
means a stock option granted pursuant to the Plan.
(aa) “Other Stock
Based Awards” means any other awards not specifically described in the Plan that are valued in whole or in part by reference
to, or are otherwise based on, Shares and are created by the Administrator pursuant to Section 12.
(bb) “Outside Director”
means a Director who is not an Employee.
(cc) “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.
(dd) “Participant”
means the holder of an outstanding Award granted under the Plan.
(ee) “Performance
Goals” means one or more objective measurable performance goals established by the Committee with respect to a Performance Period
based upon one or more of the following criteria: (i) operating income; (ii) earnings before interest, taxes, depreciation and
amortization; (iii) earnings; (iv) cash flow; (v) market share; (vi) sales or revenue; (vii) expenses; (vii) profit/loss
or profit margin; (ix) working capital; (x) return on equity or assets; (xi) earnings per share; (xii) total shareholder
return; (xiii) price/earnings ratio; (xiv) debt or debt-to-equity; (xv) accounts receivable; (xvi) writeoffs; (xvii) cash;
(xviii) assets; (xix) liquidity; (xx) operations; (xxi) borrowers; (xxii) investors; (xxiii) strategic partners;
(xxiv) mergers or acquisitions; (xxv) loans facilitated; (xxvi) product offerings; and/or (xxvii) stock price. Any
criteria used may be measured, as applicable, (a) in absolute terms, (b) in relative terms (including but not limited to, the
passage of time and/or against other companies or financial metrics), (c) on a per share and/or share per capita basis, (d) against
the performance of the Company as a whole or against particular entities, segments, operating units or products of the Company and /or
(e) on a pre-tax or after tax basis. Awards issued to persons who are not Covered Employees may take into account any other factors
deemed appropriate by the Committee.
(ff) “Performance
Period” means any period not exceeding 120 months as determined by the Committee, in its sole discretion. The Committee may
establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance
Periods.
(gg) “Performance
Share” means an Award granted to a Service Provider pursuant to Section 10 of the Plan.
(hh) “Performance
Unit” means an Award granted to a Service Provider pursuant to Section 10 of the Plan.
(ii) “Period of
Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore,
the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of
target levels of performance, or the occurrence of other events as determined by the Administrator.
(jj) “Plan”
means this 2024 Equity Incentive Plan.
(kk) “Restricted
Stock” means Shares issued pursuant to a Restricted Stock award under Section 8 or issued pursuant to the early exercise
of an option.
(ll) “Restricted
Stock Unit” means an Award that the Administrator permits to be paid in installments or on a deferred basis pursuant to Sections
4 and 11 of the Plan.
(mm) “Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.
(nn) “Section 16(b)”
means Section 16(b) of the Exchange Act.
(oo) “Service Provider”
means an Employee, Director or Consultant.
(pp) “Share”
means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.
(qq) “Stock Appreciation
Right” or “SAR” means an Award that pursuant to Section 9 of the Plan is designated as a SAR.
(rr) “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject
to the Plan.
(a) Stock Subject
to the Plan. Subject to the provisions of Section 16 of the Plan, the maximum aggregate number of Shares that may be issued under
the Plan is 52,000,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. Shares shall not be deemed to have
been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Upon payment in Shares pursuant to the
exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually
issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of
Shares, or if Shares are tendered or withheld to satisfy any Company withholding obligations, the number of Shares so tendered or withheld
shall again be available for issuance pursuant to future Awards under the Plan. A total of 52,000,000 Shares, which such amount is included
in the limit set forth in the first sentence of this Section 3(a), may be issued under the Plan pursuant to the exercise of Incentive
Stock Options.
(b) Lapsed Awards.
If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if Shares acquired
pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable to the terminated
portion of such Award or such forfeited or repurchased Shares shall again be available for grant under the Plan.
(c) Share Reserve.
The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Plan.
4. Administration
of the Plan.
(a) Procedure.
(i) Multiple Administrative
Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.
(ii) Section 162(m).
To the extent that the Administrator determines it to be desirable and necessary to qualify Awards granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan will be administered by a Committee of two or more
“outside directors” within the meaning of Section 162(m) of the Code.
(iii) Rule 16b-3.
To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be
structured to satisfy the requirements for exemption under Rule 16b-3.
(iv) Other Administration.
Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which committee will be constituted
to satisfy Applicable Laws.
(v) Delegation of
Authority for Day-to-Day Administration. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one
or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may
be revoked at any time.
(b) Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator will have the authority, in its discretion:
(i) to determine the Fair
Market Value;
(ii) to select the Service
Providers to whom Awards may be granted hereunder;
(iii) to determine the number
of Shares to be covered by each Award granted hereunder;
(iv) to approve forms of
agreement for use under the Plan;
(v) to determine the terms
and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are
not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating
thereto, based in each case on such factors as the Administrator, in its sole discretion, will determine;
(vi) to institute an Exchange
Program;
(vii) to construe and interpret
the terms of the Plan and Awards granted pursuant to the Plan;
(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 satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws;
(ix) to modify or amend
each Award (subject to Section 19(c) of the Plan), including (A) the discretionary authority to extend the post-termination
exercisability period of Awards longer than is otherwise provided for in the Plan and (B) accelerate the satisfaction of any vesting
criteria or waiver of forfeiture or repurchase restrictions;
(x) to allow Participants
to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or
vesting of an Award that number of Shares or cash having a Fair Market Value equal to the minimum amount required to be withheld. The
Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined.
All elections by a Participant to have Shares or cash withheld for this purpose will be made in such form and under such conditions as
the Administrator may deem necessary or advisable;
(xi) to authorize any person
to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator,
(xii) to allow a Participant
to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award;
(xiii) to determine whether
Awards will be settled in Shares, cash or in any combination thereof;
(xiv) to determine whether
Awards will be adjusted for Dividend Equivalents;
(xv) to create Other Stock
Based Awards for issuance under the Plan;
(xvi) to establish a program
whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under
the Plan;
(xvii) to impose such restrictions,
conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent
transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions
under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;
and
(xviii) to make all other
determinations deemed necessary or advisable for administering the Plan.
(c) Effect of Administrator’s
Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding on all Participants and
any other holders of Awards.
5. Eligibility.
Nonstatutory Stock Options, Restricted Stock, Stock Appreciation Rights, Performance Units, Performance Shares, Restricted Stock Units
and Other Stock Based Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
6. Limitations.
(a) ISO $100,000
Rule. Each Option will be designated in the Award 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 will be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive
Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined
as of the time the Option with respect to such Shares is granted.
(b) Special Limits
for Grants of Options and Stock Appreciation Rights. Subject to Section 16 of the Plan, the following special limits shall apply
to Shares available for Awards under the Plan:
(i) the maximum number of
Shares that may be subject to Options granted to any Service Provider in any calendar year shall equal 3,000,000 Shares; and
(ii) the maximum number
of Shares that may be subject to Stock Appreciation Rights granted to any Service Provider in any calendar year shall equal 3,000,000
Shares.
(c) No Rights as
a Service Provider. Neither the Plan nor any Award shall confer upon a Participant any right with respect to continuing his or her
relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of the Company
or its Parent or Subsidiaries to terminate such relationship at any time, with or without cause.
7. Stock Options.
(a) Term of Option.
The term of each Option will be stated in the Award Agreement and will not exceed ten (10) years from the date of grant. Moreover,
in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the
Award Agreement.
(b) Option Exercise
Price and Consideration.
(i) Exercise Price.
The per Share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, subject
to the following:
(1) In the case of
an Incentive Stock Option
(A) granted to an Employee
who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110%
of the Fair Market Value per Share on the date of grant.
(B) granted to any Employee
other than an Employee described in paragraph (A) immediately above, the per Share exercise price will be no less than 100% of the
Fair Market Value per Share on the date of grant.
(2) In the case of a Nonstatutory
Stock Option, the per Share exercise price will be determined by the Administrator. In the case of a Nonstatutory Stock Option intended
to qualify as “performance-based compensation” within the meaning of Section 162 (m) of the Code, or in the event
of the grant of a Nonstatutory Stock Option to an Employee, Director, or Consultant who is a U.S. taxpayer, the per Share exercise price
will be no less than 100% of the Fair Market Value per Share on the date of grant.
(3) Notwithstanding the
foregoing, Incentive Stock Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share
on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.
(ii) Waiting Period
and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised
and will determine any conditions that must be satisfied before the Option may be exercised. The Administrator, in its sole discretion,
may accelerate the satisfaction of such conditions at any time.
(c) Form of Consideration.
The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the
case of an Incentive Stock Option, the Administrator shall determine the acceptable form of consideration at the time of grant. Such consideration,
to the extent permitted by Applicable Laws, may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which
meet conditions established by the Administrator;
(v) consideration received
by the Company under a cashless exercise program implemented by the Company in connection with the Plan;
(vi) a reduction in the
amount of any Company liability to the Participant, including any liability attributable to the Participant’s participation in any
Company-sponsored deferred compensation program or arrangement;
(vii) any combination of
the foregoing methods of payment; or
(viii) such other consideration
and method of payment for the issuance of Shares to the extent permitted by Applicable Laws.
(d) Exercise of
Option.
(i) Procedure for
Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised
for a fraction of a Share.
An Option will be deemed
exercised when the Company receives: (x) written or electronic notice of exercise (in accordance with the Award Agreement) from the
person entitled to exercise the Option, and (y) full payment for the Shares with respect to which the Option is exercised (including
provision for any applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator
and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will 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. 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 stockholder will exist with respect to the Awarded Stock, notwithstanding the exercise of the Option.
The Company will 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 16 of the Plan
or the applicable Award Agreement.
Exercising an Option in any
manner will decrease the number of Shares thereafter available for sale under the Option, by the number of Shares as to which the Option
is exercised.
(ii) Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death
or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement 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 such Option as set
forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three
(3) months following the Participant’s termination. Unless otherwise provided by the Administrator, 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 will revert to
the Plan. If after termination the Participant does not exercise his or her Option as to all of the vested Shares within the time specified
by the Administrator, the Option will terminate, and the remaining Shares covered by such Option will revert to the Plan.
(iii) Disability
of Participant. If a Participant ceases to be a Service Provider 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 Award Agreement 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 Award Agreement). In
the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s
termination. Unless otherwise provided by the Administrator, 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 will revert to the Plan. If after termination the Participant
does not exercise his or her Option as to all of the vested Shares within the time specified by the Administrator, the Option will terminate,
and the remaining Shares covered by such Option will revert to the Plan.
(iv) Death of Participant.
If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period
of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option
be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated
beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the
Participant’s estate or by the persons) to whom the Option is transferred pursuant to the Participant’s will or in accordance
with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable
for twelve (12) months following the Participant’s death. Unless otherwise provided by the Administrator, if at the time of
death the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately
revert to the Plan. If the Option is not exercised as to all of the vested Shares within the time specified by the Administrator, the
Option will terminate, and the remaining Shares covered by such Option will revert to the Plan.
8. Restricted Stock.
(a) Grant of Restricted
Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of
Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b) Restricted Stock
Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the
number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the
Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the restrictions on such
Shares have lapsed.
(c) Transferability.
Except as provided in this Section 8, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable Period of Restriction.
(d) Other Restrictions.
The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or
appropriate.
(e) Removal of Restrictions.
Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the
Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion,
may accelerate the time at which any restrictions will lapse or be removed.
(f) Voting Rights.
During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares, unless the Administrator determines otherwise.
(g) Dividends and
Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive
all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends
or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the
Shares of Restricted Stock with respect to which they were paid.
(h) Return of Restricted
Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert
to the Company and again will become available for grant under the Plan.
9. Stock Appreciation
Rights.
(a) Grant of SARs.
Subject to the terms and conditions of the Plan, a SAR may be granted to Service Providers at any time and from time to time as will be
determined by the Administrator, in its sole discretion.
(b) Number of Shares.
The Administrator will have complete discretion to determine the number of SARs granted to any Service Provider.
(c) Exercise Price
and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and
conditions of SARs granted under the Plan.
(d) Exercise of
SARs. SARs will be exercisable on such terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator,
in its sole discretion, may accelerate exercisability at any time.
(e) SAR Agreement.
Each SAR grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise,
and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(f) Expiration of
SARs. An SAR granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth
in the Award Agreement. Notwithstanding the foregoing, the rules of Sections 7(d)(ii), 7(d)(iii) and 7(d)(iv) also will apply to SARs.
(g) Payment of SAR
Amount. Upon exercise of an SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:
(i) The difference between
the Fair Market Value of a Share on the date of exercise over the exercise price; times
(ii) The number of Shares
with respect to which the SAR is exercised.
At the discretion of the
Administrator, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
10. Performance Units
and Performance Shares.
(a) Grant of Performance
Units/Shares. Subject to the terms and conditions of the Plan, Performance Units and Performance Shares may be granted to Service
Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will
have complete discretion in determining the number of Performance Units and Performance Shares granted to each Participant.
(b) Value of Performance
Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant.
Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.
(c) Performance
Objectives and Other Terms. The Administrator will set performance objectives in its discretion which, depending on the extent to
which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Participant. Each Award
of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and
conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the
achievement of Company-wide, divisional, or individual goals (including solely continued service), applicable federal or state securities
laws, or any other basis determined by the Administrator in its discretion; provided, however, that if the Award is a 162(m) Award, then
the Award will be subject to achievement of Performance Goals with respect to a Performance Period established by the Committee and the
Award shall be granted and administered in accordance with the requirements of Section 162(m) of the Code.
(d) Earning of Performance
Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive
a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function
of the extent to which the corresponding performance objectives have been achieved. After the grant of a Performance Unit/Share, the Administrator,
in its sole discretion, may reduce or waive any performance objectives for such Performance Unit/Share unless such Award is a 162(m) Award.
(e) Form and Timing
of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made after the expiration of the applicable
Performance Period at the time determined by the Administrator. The Administrator, in its sole discretion, may pay earned Performance
Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares
at the close of the applicable Performance Period) or in a combination of cash and Shares.
(f) Cancellation
of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will
be forfeited to the Company, and again will be available for grant under the Plan.
11. Restricted Stock
Units. Restricted Stock Units shall consist of a Restricted Stock, Performance Share or Performance Unit Award that the Administrator,
in its sole discretion permits to be paid out in installments or on a deferred basis, in accordance with rules and procedures established
by the Administrator
12. Other Stock Based
Awards. Other Stock Based Awards may be granted either alone, in addition to, or in tandem with, other Awards granted under the Plan
and/or cash awards made outside of the Plan. The Administrator shall have authority to determine the Service Providers to whom and the
time or times at which Other Stock Based Awards shall be made, the amount of such Other Stock Based Awards, and all other conditions of
the Other Stock Based Awards including any dividend and/or voting rights.
13. Leaves of Absence.
Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence
and will resume on the date the Participant returns to work on a regular schedule as determined by the Company; provided, however,
that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service Provider will 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, or any Subsidiary. For purposes of Incentive Stock Options, no leave of absence may
exceed ninety (90) 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, then three months following the 91st day of such leave
any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes
as a Nonstatutory Stock Option.
14. Non-Transferability
of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of
the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms
and conditions as the Administrator deems appropriate.
15. Adjustments;
Dissolution or Liquidation; Change in Control.
(a) Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares
or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that an
adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may
deem equitable, adjust the number and class of Shares which may be delivered under the Plan, the number, class and price of Shares subject
to outstanding awards, and the numerical limits in Section 6. Notwithstanding the preceding, the number of Shares subject to any
Award always shall be a whole number.
(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will 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 Award, to the extent applicable, until ten (10) days prior to such transaction
as to all of the Awarded Stock covered thereby, including Shares as to which the Award would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse 100%, and that
any Award vesting shall accelerate 100%, 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 or vested, an Award will terminate immediately prior to the consummation of such proposed
action.
(c) Change in Control.
(i) Stock Options
and SARs. In the event of a Change in Control, each outstanding Option and SAR shall be assumed or an equivalent option or SAR substituted
by the successor corporation or a Parent or Subsidiary of the successor corporation. Unless determined otherwise by the Administrator,
in the event that the successor corporation refuses to assume or substitute for the Option or SAR, the Participant shall fully vest in
and have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which it would not otherwise be
vested or exercisable. If an Option or SAR is not assumed or substituted in the event of a Change in Control, the Administrator shall
notify the Participant in writing or electronically that the Option or SAR shall be exercisable, to the extent vested, for a period of
up to fifteen (15) days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period. For
the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the Change in Control, the option or SAR confers
the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the Change in Control,
the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock
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 in
Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each share of Awarded Stock subject
to the Option or SAR, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change in Control. Notwithstanding anything herein to the contrary, an Award
that vests, is earned, or is paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company
or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to
such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed
to invalidate an otherwise valid Award assumption.
(ii) Restricted
Stock, Performance Shares, Performance Units, Restricted Stock Units and Other Stock Based Awards. In the event of a Change in Control,
each outstanding Award of Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and Restricted Stock Unit shall
be assumed or an equivalent Restricted Stock, Performance Share, Performance Unit, Other Stock Based Award and Restricted Stock Unit award
substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. Unless determined otherwise by the Administrator,
in the event that the successor corporation refuses to assume or substitute for the Award, the Participant shall fully vest in the Award,
including as to Shares/Units that would not otherwise be vested, all applicable restrictions will lapse, and all performance objectives
and other vesting criteria will be deemed achieved at targeted levels. For the purposes of this paragraph, an Award of Restricted Stock,
Performance Shares, Performance Units, Other Stock Based Awards and Restricted Stock Units shall be considered assumed if, following the
Change in Control, the award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change
in Control (and if a Restricted Stock Unit or Performance Unit, for each Share as determined based on the then current value of the unit),
the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock
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 in
Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor
corporation, provide that the consideration to be received for each Share (and if a Restricted Stock Unit or Performance Unit, for each
Share as determined based on the then current value of the unit) be solely common stock of the successor corporation or its Parent equal
in fair market value to the per share consideration received by holders of Common Stock in the Change in Control. Notwithstanding anything
herein to the contrary, an Award that vests, is earned, or is paid-out upon the satisfaction of one or more performance goals will not
be considered assumed if the Company or its successor modifies any of the performance goals without the Participant’s consent; provided,
however, a modification to the performance goals only to reflect the successor corporation’s post-Change in Control corporate structure
will not be deemed to invalidate an otherwise valid Award assumption.
(iii) Outside Director
Awards. Notwithstanding any provision of Section 15(c)(i) or 15(c)(ii) to the contrary, with respect to Awards granted to an
Outside Director that are assumed or substituted for, if on the date of or following the assumption or substitution the Participant’s
status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation
by the Participant, then the Participant shall fully vest in and have the right to exercise his or her Options and Stock Appreciation
Rights as to all of the Awarded Stock, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions
on Restricted Stock and Restricted Stock Units, as applicable, will lapse, and, with respect to Performance Shares, Performance Units,
and Other Stock Based Awards, all performance goals and other vesting criteria will be deemed achieved at target levels and all other
terms and conditions met.
(iv) Administrator
Discretion. Notwithstanding any provision of Section 15(c)(i), 15(c)(ii), or 15(c)(iii) to the contrary, the Administrator (or
in the case of 162(m) Awards, the Committee) may determine alternative treatment that shall apply to the Award in the event of a Change
in Control by specifying such alternative treatment in the Award Agreement. In the event of such alternative treatment, the treatment
specified in Sections 15(c)(i), 15(c)(ii), and 15(c)(iii), as applicable, shall not apply.
16. Date of Grant.
The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award,
or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within
a reasonable time after the date of such grant.
17. Term of Plan.
Subject to Section 22 of the Plan, the Plan will become effective upon its adoption by the Board. It will continue in effect for
a term of ten (10) years unless terminated earlier under Section 18 of the Plan.
18. Amendment and
Termination of the Plan.
(a) Amendment and
Termination. The Board may at any time amend, alter, suspend, or terminate the Plan.
(b) Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.
(c) Effect of Amendment
or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder
with respect to Awards granted under the Plan prior to the date of such termination.
19. Conditions Upon
Issuance of Shares.
(a) Legal Compliance.
Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such
Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.
(b) Investment Representations.
As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent
and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
20. Severability.
Notwithstanding any contrary provision of the Plan or an Award to the contrary, if any one or more of the provisions (or any part thereof)
of this Plan or the Awards shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to
make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof)
of the Plan or Award, as applicable, shall not in any way be affected or impaired thereby.
21. Inability to
Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company
of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
22. Stockholder Approval.
The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted.
Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
13
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 15, 2024, relating to the consolidated financial statements of SOS Limited, appearing in
its Annual Report on Form 20-F for the year ended December 31, 2023.
/s/ Audit Alliance LLP
Singapore
September 20, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
SOS LIMITED
(Exact Name of Registrant
as Specified in its Charter)
Table 1: Newly Registered
Securities
Security
Type | |
Security
Class
Title(1) | |
Fee
Calculation
Rule | |
Amount
Registered(2) | | |
Proposed
Maximum
Offering
Price Per
Unit(3) | | |
Maximum
Aggregate
Offering
Price(3) | | |
Fee
Rate | | |
Amount of
Registration
Fee | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| |
| Equity | |
Class A Ordinary Shares | |
Other | |
| 52,000,000 | | |
$ | 0.062 | | |
$ | 3,224,000 | | |
| 0.00014760 | | |
$ | 475.86 | |
| Total Offering Amounts | | |
| | | |
$ | 3,224,000 | | |
| | | |
$ | 475.86 | |
| Total Fee Offsets | | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 475.86 | |
| (1) | These shares may be represented by the Registrant’s American Depository Shares
(“ADSs”), each of which represents ten Class A ordinary shares, par value $0.005 per share (“Class A Ordinary
Shares”). The Registrant’s ADSs issuable upon deposit of the Class A Ordinary Shares registered hereby have been
registered under separate registration statements on Forms F-6 (File Nos. 333-261292, 333-217079, and 333-252791). |
| (2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes
an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or
similar transactions as provided in the 2024 Equity Incentive Plan (the “Plan”). The amount to be registered represents shares
available for future issuance under the Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee. Such estimate is calculated pursuant to Rules 457(c) and 457(h)
under the Securities Act, based on the average of the high and low prices ($0.0640 and $0.0605, respectively) of SOS Limited’s ADS,
as quoted on the New York Stock Exchange on September 19, 2024 divided by 10, the then Class A Ordinary Share-to-ADS ratio. |
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