Exhibit
10.1


 


CytoMed
Therapeutics Pte. Ltd.


2022
EQUITY INCENTIVE PLAN


 


	1.	Purpose.
    The purposes of this Plan are:
	 	 	 	 
	 	(a)	to
    attract and retain the best available personnel for positions of substantial responsibility,
	 	 	 
	 	(b)	to
    provide additional incentives to Employees, Directors, and Consultants (including members of the Company’s Scientific Advisory
    Board), and
	 	 	 
	 	(c)	to
    promote the success of the Company’s business,
	 	 	 	 
	 	by
    providing Employees, Directors, and Consultants with opportunities to acquire the Company’s Ordinary Shares, or to receive
    monetary payments based on the value of such shares. Additionally, the Plan is intended to assist in further aligning the interests
    of the Company’s Employees, Directors, and Consultants to those of its other shareholders.
	 	 	 	 
	2.	Definitions.
    As used herein, the following definitions will apply:
	 	 	 	 
	 	(a)	“Administrator”
    means a committee of at least one Director of the Company as the Board may appoint to administer this Plan or, if no such committee
    has been appointed by the Board, the Board.
	 	 	 
	 	(b)	“Applicable
    Laws” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S.
    state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Ordinary
    Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted
    under the Plan.
	 	 	 
	 	(c)	“Award”
    means, individually or collectively, a grant under the Plan of Share Options or Restricted Shares.
	 	 	 
	 	(d)	“Award
    Agreement” means the written or electronic agreement, consistent with the terms of the Plan, between the Company and the
    Participant, setting forth the terms, conditions, and restrictions applicable to each Award granted under the Plan.
	 	 	 
	 	(e)	“Board”
    means the Company’s Board of Directors, as constituted from time to time and, where the context so requires, reference to the
    “Board” may refer to a committee to whom the Board has delegated authority to administer any aspect of this Plan.
	 	 	 
	 	(f)	“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, subsequent to the adoption of
    this Plan, 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;





 




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	 	 	(ii)	The
    consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
	 	 	 	 
	 	 	(iii)	At
    such time as the Company ceases to be a controlled company, as defined by the Nasdaq regulations, 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) at least 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.
	 	 	 	 
	 	 	Notwithstanding
    the foregoing, a transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s
    incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the
    Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with
    respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything
    to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a “change
    in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.
	 	 	 	 
	 	(g)	“Code”
    means the U.S. 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.
	 	 	 
	 	(h)	“Company”
    means CytoMed Therapeutics Pte. Ltd., a company incorporated under the Singapore Companies Act, or any successor thereto.


 




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	 	(i)	“Consultant”
    means a consultant or adviser, including members of the Company’s Scientific Advisory Board, who provides bona fide
    services to the Company, a Parent, or a Subsidiary as an independent contractor and who qualifies as a consultant or advisor under
    Instruction A.1.(a)(1) of Form S-8 under the Securities Act.
	 	 	 
	 	(j)	“Director”
    means a member of the Board.
	 	 	 
	 	(k)	“Disability”
    means total and permanent disability as defined in Code Section 22(e)(3), provided that 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.
	 	 	 
	 	(l)	“Effective
    Date” means _____ ___, 2022.
	 	 	 
	 	(m)	“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.
	 	 	 
	 	(n)	“Exchange
    Act” means the U.S. Securities Exchange Act of 1934, as amended.
	 	 	 
	 	(o)	“Fair
    Market Value” means, as of any date, the value of an Ordinary Share, determined as follows:
	 	 	 	 
	 	 	(i)	If
    the Ordinary Shares are readily tradable on an established securities market, its Fair Market Value will be the closing sales price
    for such shares (or the closing bid, if no sales were reported) as quoted on such market for the day of determination, as reported
    in The Wall Street Journal or such other source as the Administrator deems reliable;
	 	 	 	 
	 	 	(ii)	If
    the Ordinary Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
    will be the mean between the high bid and low asked prices for an Ordinary Share for the day of determination, as reported in The
    Wall Street Journal or such other source as the Administrator deems reliable; or
	 	 	 	 
	 	 	(iii)	If
    the Ordinary Shares are not readily tradable on an established securities market, 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. In addition, the determination of Fair Market Value in all cases shall be in accordance with the
    requirements set forth under Code Section 409A to the extent necessary for an Award to comply with, or be exempt from, Code Section
    409A. The Administrator’s determination shall be conclusive and binding on all persons.


 




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	 	(p)	“Ordinary
    Shares” means the ordinary shares of the Company, no par value.
	 	 	 
	 	(q)	“Parent”
    means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
	 	 	 
	 	(r)	“Participant”
    means the holder of an outstanding Award granted under the Plan.
	 	 	 
	 	(s)	“Period
    of Restriction” means the period during which the transfer of Restricted Shares is subject to restrictions and 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.
	 	 	 
	 	(t)	“Plan”
    means this 2022 Equity Incentive Plan.
	 	 	 
	 	(u)	“Restricted
    Shares” means Ordinary Shares, subject to a Period of Restriction or certain other specified restrictions (including, without
    limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period
    of time), granted under Section 8 or issued pursuant to the early exercise of a Share Option.
	 	 	 
	 	(v)	“Service
    Provider” means an Employee, Director, or Consultant, including any prospective Employee, Director, or Consultant who has
    accepted an offer of employment or service and will be an Employee, Director, or Consultant after the commencement of their service.
	 	 	 
	 	(w)	“Share
    Option” means an option granted pursuant to the Plan to purchase Ordinary Shares.
	 	 	 
	 	(x)	“Subsidiary”
    means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).
	 	 	 
	3.	Awards.
	 	 	 
	 	(a)	Award
    Types. The Plan permits the grant of Share Options and Restricted Shares.
	 	 	 
	 	(b)	Award
    Agreements. Awards shall be evidenced by Award Agreements (which need not be identical) in such forms as the Administrator may
    from time to time approve; provided, however, that in the event of any conflict between the provisions of the Plan
    and any such Award Agreements, the provisions of the Plan shall prevail.
	 	 	 
	 	(c)	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 later date as is determined by the Administrator, consistent with Applicable Laws. Notice of the determination
    will be provided to each Participant within a reasonable time after the date of such grant.


 




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	4.	Ordinary
    Shares Available for Awards.
	 	 	 	 
	 	(a)	Basic
    Limitation. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Ordinary Shares that may be
    issued under the Plan is ________ (the “Plan Share Limit”).1 The Ordinary Shares subject to the Plan
    may be authorized, but unissued, or reacquired shares.
	 	 	 
	 	(b)	Awards
    Not Settled in Ordinary Share Delivered to Participant. Upon payment in Ordinary Shares pursuant to the exercise or settlement
    of an Award, the number of Ordinary Shares available for issuance under the Plan shall be reduced only by the number of Ordinary
    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 Ordinary Shares, or if the Ordinary Shares are tendered or withheld to satisfy any tax withholding obligations, the
    number of the Ordinary Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Plan.
	 	 	 
	 	(c)	Cash-Settled
    Awards. Ordinary 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.
	 	 	 
	 	(d)	Lapsed
    Awards. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if
    the Ordinary Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company,
    the Ordinary Shares allocable to the terminated portion of such Award or such forfeited or repurchased Ordinary Shares shall again
    be available for grant under the Plan.
	 	 	 
	 	(e)	Share
    Reserve. The Company, during the term of the Plan, shall at all times keep available such number of Ordinary Shares authorized
    for issuance as will be sufficient to satisfy the requirements of the Plan.
	 	 	 
	5.	Administration.
    The Plan will be administered by the Administrator.
	 	 	 
	 	(a)	Powers
    of the Administrator. Subject to the provisions of the Plan, 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;


 


 






1
15% of the issued and outstanding shares.


 




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	 	 	(iii)	to
    determine the number of the Ordinary Shares to be covered by each Award;
	 	 	 	 
	 	 	(iv)	to
    approve forms of Award Agreements for use under the Plan;
	 	 	 	 
	 	 	(v)	to
    determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award. 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 criteria or Periods of Restriction, any vesting acceleration or waiver of forfeiture or repurchase restrictions, and
    any restriction or limitation regarding any Award or the Ordinary Shares relating thereto, based in each case on such factors as
    the Administrator, in its sole discretion, will determine;
	 	 	 	 
	 	 	(vi)	to
    construe and interpret the terms of the Plan, any Award Agreement, and Awards granted pursuant to the Plan;
	 	 	 	 
	 	 	(vii)	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 tax laws;
	 	 	 	 
	 	 	(viii)	to
    modify or amend each Award (subject to Section 15(c) of the Plan), including (A) the discretionary authority to extend the post-termination
    exercisability period of Awards and (B) accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase
    restrictions;
	 	 	 	 
	 	 	(ix)	to
    allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Ordinary Shares or cash
    to be issued upon exercise or vesting of an Award that number of the Ordinary Shares or cash having a Fair Market Value equal to
    the minimum amount required to be withheld. The Fair Market Value of any Ordinary 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 Ordinary 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;
	 	 	 	 
	 	 	(x)	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;
	 	 	 	 
	 	 	(xi)	to
    allow a Participant to defer the receipt of the payment of cash or the delivery of the Ordinary Shares that would otherwise be due
    to such Participant under an Award, subject to compliance (or exemption) from Code Section 409A;


 




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	 	 	(xii)	to
    determine whether Awards will be settled in cash, Ordinary Shares, other securities, other property, or in any combination thereof;
	 	 	 	 
	 	 	(xiii)	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 securities 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
	 	 	 	 
	 	 	(xiv)	to
    make all other determinations deemed necessary or advisable for administering the Plan.
	 	 	 	 
	 	(b)	Delegation
    of Authority. Except to the extent prohibited by Applicable Laws, 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. The acts of such delegates shall be treated as acts of the Administrator, and such delegates shall report regularly to the
    Administrator regarding the delegated duties and responsibilities and any Awards granted.
	 	 	 
	 	(c)	Effect
    of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and
    binding on all persons, including Participants and any other holders of Awards.
	 	 	 	 
	6.	Eligibility.
    The Administrator has the discretion to select any Service Provider to receive an Award. Designation of a Participant in any year
    shall not require the Administrator to designate such person to receive an Award in any other year or, once designated, to receive
    the same type or amount of Award as granted to the Participant in any other year. The Administrator shall consider such factors as
    it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.
	 	 	 	 
	7.	Share
    Options. The Administrator, at any time and from time to time, may grant Share Options under the Plan to Service Providers. No
    Share Option issued under the Plan is intended to qualify as an incentive stock option within the meaning of Code Section 422. Each
    Share Option shall be subject to such terms and conditions consistent with the Plan as the Administrator may impose from time to
    time, subject to the following limitations:
	 	 	 	 
	 	(a)	Exercise
    Price. The per share exercise price for Ordinary Shares to be issued pursuant to exercise of a Share Option will be determined
    by the Administrator, but shall be no less than 100% of the Fair Market Value per Ordinary Share on the date of grant.
	 	 	 
	 	(b)	Exercise
    Period. Share Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions
    as shall be determined by the Administrator; provided, however, that no Share Option shall be exercisable later than
    ten (10) years after the date it is granted. All Share Options shall terminate at such earlier times and upon such conditions or
    circumstances as the Administrator shall in its discretion set forth in such Award Agreement at the date of grant; provided,
    however, the Administrator may, in its sole discretion, later waive any such condition.


 


	 	(c)	Payment
    of Exercise Price. To the extent permitted by Applicable Laws, the Participant may pay the Share Option exercise price by:
	 	 	 	 
	 	 	(i)	cash;
	 	 	 	 
	 	 	(ii)	check;
	 	 	 	 
	 	 	(iii)	surrender
    of other Ordinary Shares which meet the conditions established by the Administrator to avoid adverse accounting consequences to the
    Company (as determined by the Administrator);
	 	 	 	 
	 	 	(iv)	if
    approved by the Administrator, as determined in its sole discretion, by a broker-assisted cashless exercise in accordance with procedures
    approved by the Administrator, whereby payment of the exercise price may be satisfied, in whole or in part, with Ordinary Shares
    subject to the Share Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Administrator)
    to sell Ordinary Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price;
	 	 	 	 
	 	 	(v)	if
    approved by the Administrator, as determined in its sole discretion, by delivery of a notice of “net exercise” to the
    Company, pursuant to which the Participant shall receive the number of Ordinary Shares underlying the Share Option so exercised reduced
    by the number of Ordinary Shares equal to the aggregate exercise price of the Share Option divided by the Fair Market Value on the
    date of exercise;
	 	 	 	 
	 	 	(vi)	such
    other consideration and method of payment for the issuance of Ordinary Shares to the extent permitted by Applicable Laws; or
	 	 	 	 
	 	 	(vii)	any
    combination of the foregoing methods of payment.
	 	 	 	 
	 	(d)	Exercise
    of Share Option.
	 	 	 	 
	 	 	(i)	Procedure
    for Exercise. Any Share 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. A Share Option may not be exercised
    for a fraction of an Ordinary Share. Exercising a Share Option in any manner will decrease the number of Ordinary Shares thereafter
    available for purchase under the Share Option, by the number of Ordinary Shares as to which the Share Option is exercised.


 




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	 	 	(ii)	Exercise
    Requirements. A Share 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 Share Option, and (y) full payment of the Exercise
    Price (including provision for any applicable tax withholding).
	 	 	 	 
	 	 	(iii)	Termination
    of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, the Participant may exercise the Share
    Option within such period of time as is specified in the Award Agreement to the extent that the Share Option is vested on the date
    of termination (but in no event later than the expiration of the term of such Share Option as set forth in the Award Agreement).
    In the absence of a specified time in the Award Agreement, the Share 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 a Share Option, the Ordinary Shares covered by the unvested portion of the Share Option will be forfeited and
    will revert to the Plan and again will become available for grant under the Plan. If after termination, the Participant does not
    exercise a Share Option as to all of the vested Ordinary Shares within the time specified by the Administrator, the Share Option
    will terminate, and remaining Ordinary Shares covered by such Share Option will be forfeited and will revert to the Plan and again
    will become available for grant under the Plan.
	 	 	 	 
	 	 	(iv)	Beneficiary.
    If a Participant dies while a Service Provider, the Share Option may be exercised following the Participant’s death by the
    Participant’s designated beneficiary, provided such beneficiary has been designated and received by the Administrator prior
    to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been properly designated by
    the Participant, then such Share Option may be exercised by the personal representative of the Participant’s estate or by the
    persons to whom the Share Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent
    and distribution.
	 	 	 	 
	 	 	(v)	Shareholder
    Rights. Until the Ordinary Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
    authorized transfer agent or depositary of the Company), no right to vote or receive dividends or any other rights as a shareholder
    will exist with respect to the Ordinary Shares, notwithstanding the exercise of the Share Option. No adjustment will be made for
    a dividend or other right for which the record date is prior to the date the Ordinary Shares are issued, except as provided in Section
    11 of the Plan or the applicable Award Agreement.


 




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	8.	Restricted
    Shares. The Administrator, at any time and from time to time, may grant Restricted Shares to Service Providers in such amounts
    as the Administrator, in its sole discretion, will determine, subject to the following limitations:
	 	 	 
	 	(a)	Restricted
    Share Agreement. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the Period of Restriction
    and the applicable restrictions, the number of Ordinary Shares granted, and such other terms and conditions as the Administrator,
    in its sole discretion, will determine.
	 	 	 
	 	(b)	Removal
    of Restrictions. Unless the Administrator determines otherwise, Restricted Shares will be held by the Company as escrow agent
    until the restrictions on such Restricted Shares have lapsed. The Administrator, in its discretion, may accelerate the time at which
    any restrictions will lapse or be removed.
	 	 	 
	 	(c)	Voting
    Rights. During the Period of Restriction, a Participant holding Restricted Shares will not have voting rights applicable to those
    Restricted Shares, unless otherwise provided in the Award Agreement.
	 	 	 
	 	(d)	Dividends
    and Other Distributions. During the Period of Restriction, a Participant holding Restricted Shares will not be entitled to receive
    dividends or any other distributions paid with respect to such Restricted Shares, unless otherwise provided in the Award Agreement.
	 	 	 
	 	(e)	Transferability.
    Restricted Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable
    Period of Restriction.
	 	 	 
	 	(f)	Return
    of Restricted Shares to Company. On the date set forth in the Award Agreement, the Restricted Shares for which restrictions have
    not lapsed will be forfeited and will revert to the Company and again will become available for grant under the Plan.
	 	 	 
	9.	Leaves
    of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any Employee’s
    unpaid leave of absence and will resume on the date the Employee returns to work on a regular schedule as determined by the Administrator;
    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 (a) any leave of absence approved by the Company,
    although any leave of absence not provided for in the Company’s employee manual needs to be approved by the Administrator,
    or (b) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary.
	 	 
	10.	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, except to the Participant’s estate or legal representative, 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.


 




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	11.	Adjustments; Dissolution or Liquidation; Change in Control.
	 	 	 	 
	 	(a)	Adjustments.
    In the event that any dividend or other distribution (whether in the form of cash, Ordinary Shares, other securities, or other property),
    recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
    or exchange of Ordinary Shares or other securities of the Company, or other change in the corporate structure of the Company affecting
    the Ordinary 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 Ordinary Shares which may be delivered
    under the Plan, the number, class and price of Ordinary Shares subject to outstanding awards, and the numerical limits in Section
    4. Notwithstanding the preceding, the number of Ordinary 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 an Award, to the extent applicable, until ten (10) days prior to such transaction
    as to all of the Ordinary Shares covered thereby, including Ordinary 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 vested and, if applicable, exercised, an Award will
    terminate immediately prior to the consummation of such proposed action.
	 	 	 
	 	(c)	Change
    in Control.
	 	 	 	 
	 	 	(i)	Share
    Options. In the event of a Change in Control, each outstanding Share Option shall be assumed or an equivalent share option substituted
    by the acquiring or successor corporation or a Parent of the acquiring or successor corporation. Unless determined otherwise by the
    Administrator, in the event that the successor corporation refuses to assume or substitute for the Share Option, the Participant
    shall fully vest in and have the right to exercise the Share Option as to all of the Ordinary Shares, including those as to which
    it would not otherwise be vested or exercisable. If a Share Option 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 Share Option shall be exercisable, to the extent
    vested, for a period of up to fifteen (15) days from the date of such notice, and the Share Option shall terminate upon the expiration
    of such period. For the purposes of this paragraph, the Share Option shall be considered assumed if, following the Change in Control,
    the Share Option confers the right to purchase or receive, for each Ordinary Share subject to the Share Option immediately prior
    to the Change in Control, the consideration (whether shares, cash, or other securities or property) received in the Change in Control
    by holders of the Ordinary Shares for each Ordinary 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 Ordinary Shares); provided,
    however, that if such consideration received in the Change in Control is not solely ordinary shares of the acquiring or successor
    corporation or its Parent, the Administrator may, with the consent of the acquiring or successor corporation, provide for the consideration
    to be received upon the exercise of the Share Option, for each Ordinary Share subject to the Share Option, to be solely ordinary
    shares of the acquiring or successor corporation or its Parent equal in fair market value to the per share consideration received
    by holders of Ordinary Shares 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 the
    acquiring or successor corporation modifies any of such performance goals without the Participant’s consent; provided,
    however, that a modification to such performance goals only to reflect the acquiring or successor corporation’s post-Change
    in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 




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	 	 	(ii)	Restricted
    Shares. In the event of a Change in Control, each outstanding Award of Restricted Shares shall be assumed or an equivalent restricted
    share award substituted by the acquiring or successor corporation or a Parent of the acquiring or successor corporation. Unless determined
    otherwise by the Administrator, in the event that the acquiring or successor corporation refuses to assume or substitute for the
    Award, the Participant shall fully vest in the Award including as to Restricted Shares 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 Shares shall be considered assumed if, following the Change in Control, the
    award confers the right to purchase or receive, for each Ordinary Share subject to the Award immediately prior to the Change in Control,
    the consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of the Ordinary
    Shares for each Ordinary 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 Ordinary Shares); provided, however,
    that if such consideration received in the Change in Control is not solely ordinary shares of the successor corporation or its Parent,
    the Administrator may, with the consent of the acquiring or successor corporation, provide that the consideration to be received
    for each Ordinary Share be solely ordinary shares of the acquiring or successor corporation or its Parent equal in fair market value
    to the per share consideration received by holders of Ordinary Shares 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 the acquiring or successor corporation modifies any of the performance goals without the Participant’s
    consent; provided, however, that a modification to the performance goals only to reflect the acquiring or successor
    corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
	 	 	 	 
	12.	Taxes.
	 	 	 	 
	 	(a)	General.
    It is a condition to each Award under the Plan that a Participant or such Participant’s successor shall make such arrangements
    that may be necessary, in the opinion of the Administrator or the Company, for the satisfaction of any federal, state, local, or
    foreign withholding tax obligations that arise in connection with any Award granted under the Plan. The Company shall not be required
    to issue any Ordinary Shares or make any cash payment under the Plan unless such obligations are satisfied.
	 	 	 
	 	(b)	Share
    Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Administrator may permit
    such Participant to satisfy all or part of such obligations by having the Company or its Parent or Subsidiary withhold all or a portion
    of any Ordinary Share that otherwise would be issued to such Participant or by surrendering all or a portion of any Ordinary Share
    that they previously acquired. Such Ordinary Share shall be valued on the date when they are withheld or surrendered. Any payment
    of taxes by assigning Ordinary Share to the Company or its Parent or Subsidiary may be subject to restrictions, including any restrictions
    required by the U.S. Securities and Exchange Commission, accounting or other rules.
	 	 	 
	 	(c)	Discretionary
    Nature of Plan. The benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company,
    do not constitute regular or periodic payments. Unless otherwise required by Applicable Laws, the benefits and rights provided under
    the Plan are not to be considered part of a Participant’s salary or compensation or for purposes of calculating any severance,
    resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or
    retirement benefits, or any other payments, benefits or rights of any kind. By acceptance of an Award, a Participant waives any and
    all rights to compensation or damages as a result of the termination of employment with the Company or its Subsidiaries or Parent
    for any reason whatsoever insofar as those rights result or may result from this Plan or any Award.


 




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	 	(d)	Code
    Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply
    with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan
    and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted
    in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an
    Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled
    or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral
    will not be subject to the additional tax or interest applicable under Code Section 409A.
	 	 	 
	 	(e)	Limitation
    on Liability. Neither the Company nor any person serving as Administrator shall have any liability to a Participant in the event
    an Award held by the Participant fails to achieve its intended characterization under applicable tax law.
	 	 	 
	13.	No
    Rights as a Service Provider. Neither the Plan, nor an Award Agreement, nor any Award shall confer upon a Participant any right
    with respect to continuing a 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.
	 	 
	14.	Term
    of Plan. The Plan will become effective pursuant to the resolution adopting the Plan by the Board. Unless terminated earlier
    under Section 15, the Plan will continue in effect for a term of ten (10) years.
	 	 
	15.	Amendment
    and Termination of the Plan.
	 	 	 
	 	(a)	Amendment
    and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.
	 	 	 
	 	(b)	Shareholder
    Approval. The Company may obtain shareholder approval of any Plan amendment to the extent necessary or, as determined by the
    Administrator in its sole discretion, 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
    with respect to outstanding Awards, 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.


 




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	16.	Conditions
    Upon Issuance of Ordinary Shares.
	 	 	 
	 	(a)	Legal
    Compliance. Ordinary 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 Ordinary 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 Ordinary Shares are being purchased only
    for investment and without any present intention to sell or distribute such Ordinary Shares if, in the opinion of counsel for the
    Company, such a representation is required.
	 	 	 
	17.	Severability.
    Notwithstanding any contrary provision of the Plan or an Award Agreement to the contrary, if any one or more of the provisions (or
    any part thereof) of this Plan or the Award Agreements 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 Agreement, as applicable, shall not in any way be affected or impaired thereby.
	 	 
	18.	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 Ordinary Shares hereunder, will relieve
    the Company of any liability in respect of the failure to issue or sell such Ordinary Shares as to which such requisite authority
    will not have been obtained.
	 	 
	19.	Shareholder
    Approval. The Plan will be subject to approval by the shareholders of the Company within twelve (12) months after the date the
    Plan is adopted. Such shareholder approval will be obtained in the manner and to the degree required under Applicable Laws.
	 	 
	20.	Choice
    of Law. The Plan will be governed by and construed in accordance with the internal laws of the State of New York, without reference
    to any choice of law principles.


 




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