Exhibit 10.8


 


EXHIBIT
H


 


FORM
OF [AVANSEUS HOLDINGS CORPORATION] 2022 INCENTIVE EQUITY PLAN


 


		1.	PURPOSE
                                            OF THE PLAN



 


The
purpose of the [Avanseus Holdings Corporation] (the “Company”) Incentive Equity Plan (the “Incentive
Equity Plan”) is to promote the interests of the Company by providing the seven most senior officers of the Company with
an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth, profitability and financial
success of the Company.


 


A
total of 2,000,000 of the Company’s Ordinary Shares are approved and reserved for issuance pursuant to awards made pursuant
to the Incentive Equity Plan.


 


		2.	DEFINITIONS



 


“Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect
common control with such Person; provided, that no shareholder of the Company shall be deemed an Affiliate of any other shareholder solely
by reason of any investment in the Company, as applicable. For the purpose of this definition, the term “control” (including,
with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”),
as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Applicable
Law” shall mean applicable laws, rules, regulations and requirements, any stock exchange rules, regulations or guidelines,
the applicable laws, rules or regulations of any other country or jurisdiction where any Share Awards are granted under the Incentive
Equity Plan, or where Participants reside or provide services, and the orders and requirements of governmental authorities in any such
jurisdiction, as such laws, rules, regulations, orders and requirements shall be in effect from time to time.


 


“Articles”
shall mean the memorandum and articles of association of the Company (as may be amended or restated from time to time).


 


“Bad
Leaver” shall mean a termination of the Participant’s Employment by the Company or its subsidiary, as applicable,
for Cause.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Cause”
shall mean, when used in connection with the termination of a Participant’s Employment, unless otherwise defined in the Participant’s
employment agreement with the Company or any subsidiary of the Company or in the Participant’s Share Award Grant Agreement in which
case such definition shall govern:


 


		(a)	a
                                            material failure of the Participant to reasonably and substantially perform his or her duties
                                            to the Company or any of its Affiliates (other than as a result of physical or mental illness
                                            or injury);



 






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		(b)	the
                                            Participant’s willful misconduct or gross negligence which is injurious to the Company
                                            or any subsidiary of the Company or any of its Affiliates (whether financially, reputationally
                                            or otherwise);



 


		(c)	the
                                            Participant’s unauthorized removal from the premises of the Company or any subsidiary
                                            of the Company of any document (in any medium or form) relating to the Company or any subsidiary
                                            of the Company, any of its Affiliates, or the customers of the Company;



 


		(d)	the
                                            commission by the Participant of any felony or other serious crime;



 


		(e)	a
                                            breach by the Participant of the terms of any agreement with the Company or any subsidiary
                                            of the Company or any material policies of the Company or any subsidiary of the Company applicable
                                            to the Participant, including without limitation any provision of the Incentive Equity Plan
                                            and/or the Share Award Grant Agreement; or



 


		(f)	Competing.



 







If,
subsequent to the termination of a Participant’s Employment, it is discovered that the Participant engaged in conduct which the
Committee determines in good faith could have resulted in Participant’s Employment being terminated for Cause, as such term is
defined above, or if the Participant Competes, the Participant’s Employment shall, at the election of the Committee, in its sole
discretion, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred.


 


“Change
of Control” shall mean (a) any sale, transfer or other disposition of Ordinary Shares, in a single transaction or series
of related transactions, as a result of which a third party acquires more than 50% of the Ordinary Shares (and in such event, only with
respect to Ordinary Shares actually sold), (b) a sale, transfer, exclusive licensing or other disposition, in a single transaction or
series of related transactions, of more than 50% of the Company’s assets, including assets that are not and cannot be part of the
asset side of the balance sheet, to a third party, (c) a merger or any reorganization whereby the Company is not the surviving entity
(unless the holders of the share capital of the Company immediately prior to such event continue to hold more than 50% of the voting
and economic interest of the surviving entity following such event) or (d) any other transaction resulting in a change of control of
the Company (as used in this sub-clause (d), the term “control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract
or otherwise).


 


“Committee”
shall mean the Compensation Committee of the Board or any other committee appointed by the Board pursuant to Section 3 from time
to time to administer the Incentive Equity Plan, and if no such committee exists or has been appointed, the Board.


 


“Compete”
shall mean any actions by a Participant that (i) are not authorized by the Company and are intended to further the business interests
of a company that is in the same or a similar line of business as the Company, or (ii) are prohibited in (a) the Participant’s
Employment agreement with the Company or any subsidiary of the Company, (b) the provisions in the Participant’s Share Award Grant
Agreement, or (c) any other agreement entered into between the Company or any subsidiary of the Company with the Participant pursuant
to which the Participant is subject to restrictive covenants. “Competed” and “Competing” shall have correlative
meanings.


 






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“Confidential
Information” shall mean, unless more broadly defined in the Participant’s employment agreement with the Company or
any subsidiary, all information regarding the Company or any of its subsidiaries or Affiliates, any activity of any of the Company, its
subsidiaries or its Affiliates, the business of any of its Affiliates or any customer or supplier of the Company, its subsidiaries or
its Affiliates that is not generally known by the public or to Persons not employed by the Company, its subsidiaries or its Affiliates,
including, without limiting the foregoing, information that would not be known to the public but for the actions of or disclosure by,
directly or indirectly, the Participant.


 


“Disability”
shall mean with respect to any Participant, unless otherwise defined in the Participant’s Share Award Grant Agreement, a permanent
disability as defined in the Company’s or its subsidiaries’ disability plans, or as defined from time to time by the Board,
in its sole discretion.


 


“Eligible
Individual” shall mean any of the Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Chief Product
Officer, Chief Operations Officer or Chief Delivery Officer, Chief Revenue Officer and Chairman of the Company, or the person performing
the equivalent function of any of the foregoing positions regardless of title.


 


“Employment”
shall mean employment relationship with the Company or any of its subsidiaries and shall include the provision of services as an executive
director for the Company or any of its subsidiaries. “Employee” and “Employed” shall
have correlative meanings. Employment will be deemed to continue, unless the Committee expressly provides otherwise, so long as the Participant
is employed by the Company or one of its subsidiaries. If a Participant’s Employment is with a subsidiary and that entity ceases
to be a subsidiary of the Company, the Participant’s Employment will be deemed to have terminated when the entity ceases to be
a subsidiary of the Company unless otherwise determined by the Committee or if the Participant transfers Employment to the Company or
one of its remaining subsidiaries.


 


“Fair
Market Value” shall mean: (A) the closing price of the Ordinary Shares on the immediately preceding trading day (as reported
on the relevant securities exchange) or (B) if not so reported, the average of the closing bid and ask prices on such day as reported
on such securities exchange.


 


“Good
Leaver” shall mean with respect to any Participant the termination of his or her Employment by reason of: (a) redundancy,
(b) retirement at the earlier of (i) 65 years of age, and (ii) the mandatory retirement age as stipulated under Applicable Law in the
jurisdiction under which the Participant is employed, (c) retirement at the earlier of (i) 65 years of age, and (ii) the mandatory retirement
age as stipulated under Applicable Law in the jurisdiction under which the Participant is employed, (d) death or Disability by the Participant,
or (e) any other reason the Committee may determine in its absolute discretion.


 


“Leaver”
shall mean a termination of the Participant’s Employment for reasons other than those set out in the definitions of Good Leaver
and Bad Leaver.


 






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“Ordinary
Shares” shall mean ordinary shares in the share capital of the Company.


 


“Participant”
shall mean an Eligible Individual to whom a grant of a Share Award has been made, and, where applicable, shall include Permitted Transferees.


 


“Performance-Based
Restricted Securities” shall have the meaning set forth in Section 4.4.2.


 


“Permitted
Transferee” shall mean a transferee of Restricted Securities (where applicable) from a Participant, having obtained prior
written approval from the Committee (unless otherwise specified in the Participant’s Share Award Grant Agreement (where applicable))
and such transfer being in compliance with all applicable tax, securities and other laws for estate planning purposes or as may be necessary
to fulfil a domestic relations order.


 


“Person”
shall mean an individual, partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or
a governmental agency or political subdivision thereof.


 


“Restricted
Securities” shall have the meaning set forth in Section 4.4.


 


“Restricted
Securities Vesting Notice” shall have the meaning set forth in Section 4.5.


 


“Share
Award” shall mean a grant of Ordinary Shares made to any Participant under the Incentive Equity Plan.


 


“Share
Award Grant Agreement” shall mean an agreement, substantially in the form attached hereto as Exhibit A, entered into by
each Participant and the Company evidencing the grant of each Share Award pursuant to the Incentive Equity Plan, provided the Committee
may make such changes to the form of the Share Award Grant Agreement for any particular grant as the Committee may determine in its absolute
discretion, pursuant to its powers set forth in the Incentive Equity Plan.


 


“Share
Award Grant Date” shall have the meaning set forth in Section 4.2.


 


“Time-Based
Restricted Securities” shall have the meaning set forth in Section 4.4.1.


 


“Transfer”
shall mean any transfer, sale, assignment, hedge, gift, testamentary transfer, pledge, hypothecation or other disposition of any interest.
“Transferee” and “Transferor” shall have correlative meanings.


 


		3.	ADMINISTRATION
                                            OF THE PLAN



 


The
Board shall have the right to establish the Committee to administer the Incentive Equity Plan under the terms of the Company’s
constitution and to grant Share Awards. In addition, the Committee, in its absolute discretion, may delegate its authority
to grant Share Awards to an officer or committee of officers of the Company, subject to reasonable limits and guidelines established
by the Committee at the time of such delegation and subject to Applicable Law.


 






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		3.1.	Powers
                                            of the Committee. In addition to the other powers granted to the Committee under the
                                            Incentive Equity Plan, the Committee shall have the power, in its absolute discretion, to:



 


		3.1.1.	determine
                                            the Eligible Individuals to whom grants of Share Awards shall be made;



 


		3.1.2.	determine
                                            the time or times when grants of Share Awards shall be made;



 


		3.1.3.	determine
                                            the allocation methodology to be used in respect of calculating the number of Ordinary Shares
                                            to be subject to each such grant of Share Awards;



 


		3.1.4.	determine,
                                            modify or waive the terms and conditions of any grant of Share Awards;



 


		3.1.5.	prescribe
                                            the form and terms and conditions of any instrument evidencing a grant of Share Awards, so
                                            long as such terms and conditions are not otherwise inconsistent with the terms of the Incentive
                                            Equity Plan;



 


		3.1.6.	adopt,
                                            amend and rescind such rules and regulations as, in its opinion, may be advisable for the
                                            administration of the Incentive Equity Plan;



 


		3.1.7.	construe
                                            and interpret the Incentive Equity Plan, such rules and regulations and the instruments evidencing
                                            grants of Share Awards;



 


		3.1.8.	reconcile
                                            any inconsistency, correct any defect and/or supply any omission in the Incentive Equity
                                            Plan or any instrument evidencing any grant of Share Awards; and



 


		3.1.9.	make
                                            all other determinations necessary or advisable for the administration of the Incentive Equity
                                            Plan and otherwise do all things necessary to carry out the purposes of the Incentive Equity
                                            Plan,



 


provided
that such powers shall be subject to Applicable Law.


 


		3.2.	Determinations
                                            of the Committee. Any grant, determination, prescription or other act of the Committee
                                            shall be final and conclusively binding upon all Persons (including for the avoidance of
                                            doubt, any decisions pertaining to disputes as to the interpretation of the Incentive Equity
                                            Plan or any rule, regulation or procedure hereunder or as to any rights under the Plan).
                                            The Committee shall not be required to furnish any reasons for any decision or determination
                                            made by it.



 


		3.3.	Compliance
                                            with Applicable Law; Securities Matters; Effectiveness of Share Award Settlement. The
                                            Company shall be under no obligation to effect or procure the registration or effect similar
                                            compliance with respect to any applicable securities laws with respect to any awards or Ordinary
                                            Shares to be issued or transferred, as the case may be, hereunder. Any issuance or transfer,
                                            as the case may be, of Ordinary Shares to a Participant pursuant to the settlement of a Share
                                            Award shall only be effective once such Ordinary Shares have been registered in such Participant’s
                                            name in the Company’s Register of Members or recorded with the transfer agent or stock
                                            plan administrator of the Company for the benefit of the Participant (as the case may be).
                                            The Company may, in its sole discretion, defer the issuance or transfer of the Ordinary Shares
                                            pursuant to any Share Awards or to help ensure compliance under applicable securities laws
                                            and any exemptions therefrom on which the Company may be relying. The Company shall inform
                                            the Participant in writing of its decision to defer the effectiveness of the issuance or
                                            transfer of the Ordinary Shares pursuant to any Share Award.



 






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		3.4.	Inconsistent
                                            Terms. In the event of a conflict between the terms of the Incentive Equity Plan and
                                            the terms of any Share Award Grant Agreement, the terms of the Incentive Equity Plan shall
                                            govern except as otherwise expressly provided herein.



 


		3.5.	Incentive
                                            Equity Plan Term. The Committee shall not grant any Share Awards under the Incentive
                                            Equity Plan on or after the tenth anniversary of the Effective Date. All Share Awards which
                                            remain outstanding after such date shall continue to be governed by the Incentive Equity
                                            Plan and the applicable Share Award Grant Agreement(s).



 


		4.	SHARE
                                            AWARDS



 


		4.1.	Grant.
                                            The Committee may offer to grant Share Awards to such Eligible Individuals as it may
                                            select in its absolute discretion at any time during the period where the Incentive Equity
                                            Plan is in force, provided that such power shall be subject to Applicable Law. Each Share
                                            Award offered pursuant to the Incentive Equity Plan shall be subject to terms and conditions
                                            established by the Committee consistent with the Incentive Equity Plan.



 


		4.1.1.	Offer
                                            of Grant. An offer to grant Share Awards to the Eligible Individual shall be made by
                                            sending to such Eligible Individual a Share Award Grant Agreement confirming the grant of
                                            Share Awards.



 


		4.1.2.	Acceptance
                                            of Grant. A grant of Share Awards offered to an Eligible Individual pursuant to Section 6.1.1
                                            may only be accepted by the Eligible Individual within thirty (30) days after the relevant
                                            Share Award Grant Date and not later than 5.00 p.m. on the thirtieth (30th) day
                                            from such Share Award Grant Date (a) by completing, signing and returning to the Company
                                            the Share Award Grant Agreement, subject to such modification as the Committee may from time
                                            to time determine, accompanied by the payment required by the Company or Applicable Law,
                                            or such other amount and such other documentation as the Committee may require as consideration
                                            and (b) if, at the date on which the Company receives from the Eligible Individual the Share
                                            Award Grant Agreement in respect of the Share Award as aforesaid, he or she remains eligible
                                            to participate in the Incentive Equity Plan in accordance with the terms and conditions set
                                            out therein. The Eligible Individual may accept or refuse the whole or part of the offer.
                                            The Committee shall, within fifteen (15) business days of receipt of the Share Award Grant
                                            Agreement and consideration, acknowledge receipt of the same.



 






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		4.1.3.	Lapse
                                            of Grant. Unless the Committee determines otherwise, an offer of a grant of a Share Award
                                            shall automatically lapse and become null, void and of no effect and shall not be capable
                                            of acceptance if:



 


		4.1.3.1.	it
                                            is not accepted in the manner as provided in Section 4.1.2 within the thirty
                                            (30) day period;



 


		4.1.3.2.	the
                                            Eligible Individual dies prior to his or her acceptance of the Share Award;



 


		4.1.3.3.	the
                                            Eligible Individual is adjudicated a bankrupt or enters into composition with his or her
                                            creditors prior to his or her acceptance of the Share Award;



 


		4.1.3.4.	the
                                            Eligible Individual, being an Employee of the Company, ceases to be in the Employment of
                                            the Company for any reason whatsoever prior to his or her acceptance of the Share Award;
                                            or



 


		4.1.3.5.	the
                                            Company is liquidated or wound-up prior to the Eligible Individual’s acceptance of
                                            the Share Award.



 


		4.1.4.	Rejection
                                            of Acceptance. The Company shall be entitled to reject any purported acceptance of a
                                            grant of a Share Award made pursuant to Section 4.1 which does not strictly comply
                                            with the terms of the Incentive Equity Plan.



 


		4.1.5.	Offer
                                            in Contravention of Law and Regulation. In the event that a grant of a Share Award results
                                            in the contravention of any Applicable Law, such grant shall be null and void and be of no
                                            effect and the relevant Participant shall have no claim whatsoever against the Company.



 


		4.2.	Share
                                            Award Grant Date. The date of grant of the Share Awards shall be the date designated
                                            by the Committee and specified in the Share Award Grant Agreement as of the date the Share
                                            Award is granted (the “Share Award Grant Date”).



 


		4.3.	Terms
                                            and Conditions. Subject to the specific terms of the Share Award Grant Agreement, each
                                            Share Award shall represent an unfunded unsecured promise to pay to the holder thereof a
                                            number of Ordinary Shares as set out in the Share Award Grant Agreement, subject to such
                                            trading and dealing restrictions (if any) as may be specified by the Committee in its absolute
                                            discretion, in the Share Award Grant Agreement.



 


		4.4.	Acceptance
                                            of Share Awards and Vesting of Restricted Securities. Subject to the terms of the Incentive
                                            Equity Plan, Section 5.2 and any conditions specified by the Committee in its
                                            sole discretion in the Share Award Grant Agreement, as soon as practicable upon the valid
                                            acceptance of the Share Award by the Participant, the Company shall issue or, as the case
                                            may be, transfer to the Participant such number of Ordinary Shares as determined in accordance
                                            with the Share Award Grant Agreement, subject to such trading and dealing restrictions (if
                                            any) as may be specified by the Committee in its absolute discretion in the relevant Share
                                            Award Grant Agreement (“Restricted Securities”). Ordinary Shares
                                            issued by the Company in accordance with this Section 4.4 and the relevant Share
                                            Award Grant Agreement shall be issued fully paid as to par value (if applicable) and recorded
                                            as such in the Company’s Register of Members. The Share Award Grant Agreement may,
                                            but the Committee shall not be required to, provide for conditions upon which the Restricted
                                            Securities shall become vested pursuant to this Section 4.4 or pursuant to such
                                            other conditions as the Committee shall deem appropriate in its sole discretion, and upon
                                            such vesting, the trading and dealing restrictions shall lapse.



 






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		4.4.1.	Time-Based
                                            Restricted Securities. The Committee may provide in the Share Award Grant Agreement that
                                            part or all of the Ordinary Shares issued or, as the case may be, transferred pursuant to
                                            a Share Award granted under the Incentive Equity Plan are Time-Based Restricted Securities.
                                            For the purposes of this plan, “Time-Based Restricted Securities”
                                            shall mean such number of Restricted Securities which are subject to time-based vesting conditions
                                            as set forth in the Share Award Grant Agreement. Unless the Committee provides otherwise,
                                            the vesting of the Time-Based Restricted Securities may be suspended during any leave of
                                            absence.



 


		4.4.2.	Performance-Based
                                            Restricted Securities. The Committee may provide in the Share Award Grant Agreement that
                                            part or all of the Ordinary Shares issued or, as the case may be, transferred pursuant to
                                            a Share Award granted under the Incentive Equity Plan are Performance-Based Restricted Securities.
                                            For the purposes of this plan, “Performance-Based Restricted Securities”
                                            shall mean such number of Restricted Securities that vest in accordance with the performance
                                            conditions set forth in the applicable Share Award Grant Agreement. The Committee may in
                                            its absolute discretion also additionally impose time-based vesting conditions on such Performance-Based
                                            Restricted Securities, which shall be set forth in the Share Award Grant Agreement. In addition,
                                            the Committee may, in its absolute discretion, adjust the performance conditions to some
                                            or all of the Performance-Based Restricted Securities as set forth in the Share Award Grant
                                            Agreement in the event of exceptional circumstances outside of management’s control
                                            which may materially affect the Company’s performance such that the Participants do
                                            not receive or suffer an undue advantage or disadvantage (as the case may be).



 


		4.4.3.	Accelerated
                                            Vesting upon occurrence of a Change of Control. Except as otherwise provided in the Share
                                            Award Grant Agreement or unless otherwise determined by the Committee in its absolute discretion
                                            pursuant to Section 4.4.4, upon the occurrence of a Change of Control or where
                                            a Change of Control is likely to occur (as determined by the Committee in its absolute discretion),
                                            all of the outstanding unvested Time-Based Restricted Securities and/or Performance-Based
                                            Restricted Securities shall immediately vest prior to the Change of Control.



 





		4.4.4.	Certain
                                            Other Adjustments. In the event of a corporate acquisition or similar corporate transaction
                                            involving the Company, its subsidiaries or their Affiliates, the Committee may, in its absolute
                                            discretion (i) provide for the cancellation of any such Share Awards exchange for either
                                            an amount of cash or other property with a value equal to the amount that could have been
                                            obtained upon the settlement of the vested portion of such Share Awards or realization of
                                            the Participant’s rights under the vested portion of such Share Award, as applicable;
                                            provided that, if the amount that could have been obtained upon the settlement of the vested
                                            portion of such Share Awards or realization of the Participant’s rights, in any case,
                                            is equal to or less than zero, then the Share Awards may be terminated without payment, (ii)
                                            provide that such Share Awards be assumed by the successor or survivor corporation, or a
                                            parent or subsidiary thereof, or shall be substituted for by awards covering the stock of
                                            the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
                                            adjustments as to the number and kind of shares and/or applicable exercise or purchase price,
                                            in all cases, as determined by the Committee in its absolute discretion, (iii) replace such
                                            Share Awards with other rights or property selected by the Committee in its absolute discretion,
                                            (iv) provide that the Share Awards will terminate and cannot vest, be exercised or become
                                            payable after the applicable event or (v) make such adjustments to the vesting conditions
                                            applicable to any outstanding Share Awards as it reasonably determines in good faith are
                                            appropriate to avoid distortion in the value of such Share Awards.


 






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		4.5.	Vesting
Notice. Subject in all cases to the Participant’s active Employment, once the Committee has, in its absolute discretion, (a)
determined that the vesting conditions as set out in the Share Award Grant Agreement have been met or (b) waived the vesting conditions
in respect of some or all of the Restricted Securities, the Committee will notify the Participant of the number of Restricted Securities
that have vested via the issue of a vesting notice (the “Restricted Securities Vesting Notice”). The date of
the Restricted Securities Vesting Notice will be the date the Restricted Securities vest in the Participant, and no Restricted Securities
will vest until the Restricted Securities Vesting Notice has been issued. Upon vesting of some or all of the Restricted Securities,
all trading and dealing restrictions as set out in the Incentive Equity Plan and the Share Award Grant Agreement in respect of the relevant
Restricted Securities shall lapse and cease to be of effect. For the purposes of this Section 4.5, a Participant shall be deemed
to have ceased to be so actively Employed as of the date the notice of termination of Employment is tendered by or is given to him or
her, unless such notice shall be withdrawn prior to its effective date.



 


		4.6.	Malus.
                                            In the event of any circumstances which (a) would lead the Participant receiving or being
                                            eligible to receive an unfair benefit, or (b) the Committee determines in its absolute discretion
                                            that a clawback of the Restricted Securities is otherwise warranted, the Committee may, in
                                            its absolute discretion, by written notice to the relevant Participant require that Participant
                                            (i) pay to the Company the prevailing after-tax cash value of the Restricted Securities (with
                                            such payment to be made within 30 business days of receipt of such notice); or (ii) pay to
                                            the Company the proceeds (net of tax) arising from an on-market sale of Restricted Securities,
                                            within 30 business days of receipt of such notice. For the purposes of clause (a) of this
                                            Section4.6, an unfair benefit may, in the absolute discretion of the Committee, be
                                            considered to arise where the relevant Restricted Securities, which would not have otherwise
                                            vested, vest, or remain capable of vesting as a result of such circumstances. For the purposes
                                            of clause (b) of this Section 4.6, such circumstances are limited to (A) fraud
                                            or dishonesty on the part of the Participant, (B) bankruptcy of the Participant, or (C) any
                                            material misstatement of financial accounts by the Participant.



 


		4.7.	Termination
                                            of Employment. Unless otherwise specified in the Share Award Grant Agreement or unless
                                            the Committee determines otherwise, upon termination of the Participant’s Employment:



 


		4.7.1.	where
                                            the Participant is a Leaver or Bad Leaver, all unvested outstanding Restricted Securities
                                            held by such Participant shall be immediately forfeited; and



 






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		4.7.2.	where
                                            the Participant is a Good Leaver, the Committee may, at its absolute discretion, permit him
                                            or her to retain a portion of his or her unvested Restricted Securities, such retained unvested
                                            Restricted Securities to be pro-rated for the portion of the vesting period served at the
                                            time of cessation of Employment, and to vest subject to the terms and conditions of the Share
                                            Award Grant Agreement to which the Restricted Securities were first granted.



 


		4.8.	Limitation
                                            on Transfer. A Share Award granted to a Participant shall be personal to the Participant
                                            only and shall not be transferred to any other party other than the Participant’s personal
                                            representative on his or her death. Subject to the prior approval of the Committee, the Participant
                                            may assign or transfer his or her rights with respect to any or all of the Restricted Securities
                                            held by such Participant to a Permitted Transferee. In no event will transfers to a Person
                                            that the Committee determines provides services or financial or other support, directly or
                                            indirectly, to a competitor of the Company or a subsidiary of the Company be permitted. Unless
                                            otherwise determined by the Committee in its absolute discretion, all unvested Restricted
                                            Securities issued or transferred, as the case may be, to a Participant shall be subject to
                                            dealing and transfer restrictions as set out in the Incentive Equity Plan and Share Award
                                            Grant Agreement and which may, at the absolute discretion of the Committee, be enforced by
                                            a holding lock as administered by the Company’s share registry, which may require the
                                            Participant to hold the relevant Restricted Securities on the issuer sponsored sub-register
                                            or in such other manner as allows a holding lock to be applied to the relevant Restricted
                                            Securities. For the avoidance of doubt, Sections 4.8 and 4.9 and anything
                                            in relation to the dealing and transfer restrictions of unvested Restricted Securities do
                                            not apply to Restricted Securities which have vested pursuant to the terms and conditions
                                            set out in the Share Award Grant Agreement.



 


		4.9.	Condition
                                            Precedent to Transfer of Any Unvested Restricted Securities. It shall be a condition
                                            precedent to any Transfer of any unvested Restricted Securities by any Participant that the
                                            Transferee shall agree prior to the Transfer in writing with the Company to be bound by the
                                            terms of the Incentive Equity Plan and the Share Award Grant Agreement as if he, she or it
                                            had been an original signatory thereto, except that any provisions of the Incentive Equity
                                            Plan based on the Employment (or termination thereof) shall continue to be based on the Employment
                                            (or termination thereof) of the original Participant.



 





		4.10.	Effect
                                            of Void Transfers. In the event of any purported Transfer of any Restricted Securities
                                            in violation of the provisions of the Incentive Equity Plan, such purported Transfer shall,
                                            to the extent permitted by Applicable Law, be void and of no effect.


 


		4.11.	Forfeiture
                                            of Restricted Securities. Where the Committee, in its absolute discretion, has determined
                                            that such number of Restricted Securities are to be forfeited in accordance with the provisions
                                            of the Incentive Equity Plan and/or the Share Award Grant Agreement, the Participant must
                                            execute any document and do anything that the Participant will be required to do to effect
                                            such forfeiture under this Incentive Equity Plan. The Committee has the absolute discretion
                                            in effecting the forfeiture of such Restricted Securities, including, among others, by way
                                            of transfer of Restricted Securities to a third party nominated by the Committee (including
                                            a trust), (subject to Applicable Law) a buyback of the Restricted Securities by the Company,
                                            a sale on-market by the Participant (with the proceeds delivered to the Company after the
                                            transfer price is delivered to the Participant). The transfer price payable to the Participant
                                            in consideration for the Participant’s forfeited Restricted Securities shall be determined
                                            by the Committee in its reasonable discretion.



 






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		5.	MISCELLANEOUS



 


		5.1.	Amendment
                                            of Terms of Share Awards. The Committee may, in its sole discretion, amend the Incentive
                                            Equity Plan or terms of any Share Award, provided, however, that any such amendment shall
                                            not impair or adversely affect the Participants’ existing rights under the Incentive
                                            Equity Plan in relation to outstanding grants or such Share Award without such Participant’s
                                            written consent, unless the Committee expressly reserved the right to make such amendment
                                            at the time the Share Award was granted. For purposes of this Section 5.1, the
                                            opinion of the Committee as to whether any amendment would impair or adversely affect the
                                            Participants’ existing rights under the Incentive Equity Plan in relation to outstanding
                                            grants of Share Awards shall be final, binding and conclusive.



 


		5.2.	No
                                            Special Employment Rights. Nothing contained in the Incentive Equity Plan shall confer
                                            upon the Participants any right with respect to the continuation of their Employment or interfere
                                            in any way with the right of the Company or any of its subsidiaries, subject to the terms
                                            of any separate employment agreements to the contrary, at any time to terminate such Employment
                                            or to increase or decrease the compensation of the Participants from the rate in existence
                                            at the time of grant.



 


		5.3.	Tax
                                            Withholding. The Committee is authorized to withhold from any delivery of Ordinary Shares
                                            pursuant to the Incentive Equity Plan or any other payment to a Participant such amounts
                                            as are required to be withheld by applicable tax law in connection with any Share Award.
                                            Each Participant shall be responsible for the payment of applicable withholding and other
                                            taxes in cash that may become due in connection with the grant, exercise or settlement of
                                            a Share Award. The Committee may permit a Participant to satisfy such obligation through
                                            the delivery of Ordinary Shares to the Company that have a Fair Market Value equal to the
                                            amount required to be paid, to the extent that the Committee determines that so satisfying
                                            such obligation would not adversely impact the Company’s ability to meet its cash obligations.



 


		5.4.	Coordination
                                            with Other Plans. Share Awards under the Incentive Equity Plan may be granted in tandem
                                            with, or in satisfaction of or substitution for, other grants under other plans or awards
                                            made under other compensatory plans or programs of the Company.



  





		5.5.	Notices.
                                            Each notice and other communication hereunder shall be in writing and shall be given
                                            and shall be deemed to have been duly given on the date it is delivered in person or by electronic
                                            mail, on the next business day if delivered by overnight mail or other reputable overnight
                                            courier, or the third business day if sent by registered mail, return receipt requested,
                                            to the parties as follows:


 


If
to the Company:


 


Avanseus
Holdings Corporation


230
Victoria Street, #15-01/08


Bugis
Junction


Singapore
188024


		Attention:	Bhargab
                                            Mitra
	 	 	MeiLan
                                            Ng
		Email:	Bhargab.mitra@avanseus.com
	 	 	Meilan.ng@avanseus.com



 






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With
copies to (which shall not constitute notice):


 


Eng
and Co. LLC


7
Straights View, #11-01


Marina
One East Tower


Singapore
018936


		Attention:	Rachel
                                            Eng (SG)
	 	 	Andrew
                                            Heng (SG)
		Email:	Rachel.eng@mail.engandcollc.com
	 	 	Andrew.heng@mail.engandcollc.com



 





If
to the Participant, to its most recent address shown on records of the Company or their subsidiaries or in each case to such other address
as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective
only upon receipt.


 


		5.6.	Descriptive
                                            Headings. The headings in the Incentive Equity Plan are for convenience of reference
                                            only and shall not limit or otherwise affect the meaning of the terms contained herein.



 


		5.7.	Severability.
                                            In the event that any one or more of the provisions, subdivisions, words, clauses, phrases
                                            or sentences contained herein, or the application thereof in any circumstances, is held invalid,
                                            illegal or unenforceable in any respect for any reason, the validity, legality and enforceability
                                            of any such provision, subdivision, word, clause, phrase or sentence in every other respect
                                            and of the remaining provisions, subdivisions, words, clauses, phrases or sentences hereof
                                            shall not in any way be impaired, it being intended that all rights, powers and privileges
                                            of the Company, its subsidiaries and the Participants shall be enforceable to the fullest
                                            extent permitted by law.



 


		5.8.	Governing
                                            Law. The provisions of, and all claims or disputes arising out of or based upon the Incentive
                                            Equity Plan or any Share Award Grant Agreement or Share Award or relating to the subject
                                            matter hereof or thereof shall be governed by, and construed and enforced in accordance with,
                                            the laws of Singapore, without regard to the provisions governing choice or conflict of laws
                                            or rules that would cause the application of the laws of any other jurisdiction.



 






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		5.9.	Limitation
                                            of Liability. Notwithstanding anything to the contrary in the Incentive Equity Plan,
                                            neither the Company, nor any subsidiary or Affiliate of the Company, nor the Board or the
                                            Committee, nor any person acting on behalf of the Company, any subsidiary or Affiliate of
                                            the Company, the Board or the Committee, will be liable to any Participant or to the estate
                                            or beneficiary of any Participant or to any other holder of a Share Award under any circumstances
                                            for any costs, losses, expenses and damages whatsoever and howsoever arising in any event
                                            or by reason of any acceleration of income, or any additional tax (including any interest
                                            and penalties), asserted with respect to the Share Award.



  


		5.10.	Collection,
                                            Use and Disclosure of Personal Data. For the purposes of implementing and administering
                                            the Incentive Equity Plan, and in order to comply with any Applicable Laws, the Company will
                                            collect, use and disclose the personal data of the Participants, as contained in each Share
                                            Award Grant Agreement and/or any other notice or communication given or received pursuant
                                            to the Incentive Equity Plan, and/or which is otherwise collected from the Participants (or
                                            their authorized representatives). By participating in the Incentive Equity Plan, each Participant
                                            consents to the collection, use and disclosure of his or her personal data for all such purposes,
                                            including disclosure of data to related corporations of the Company and/or third parties
                                            who provide services to the Company in any country or jurisdiction, and to the collection,
                                            use and further disclosure by such parties for such purposes. Each Participant also warrants
                                            that where he or she discloses the personal data of third parties to the Company in connection
                                            with the Incentive Equity Plan, he or she has obtained the prior consent of such third parties
                                            for the Company to collect, use and disclose their personal data for the abovementioned purposes,
                                            in accordance with Applicable Law. Each Participant shall indemnify the Company in respect
                                            of any penalties, liabilities, claims, demands, losses and damages as a result of the Participant’s
                                            breach of this warranty.



 


		5.11.	Contracts
                                            (Rights of Third Parties) Act, Chapter 53B of Singapore. No person other than the Company
                                            or a Participant shall have any right to enforce any provision of the Incentive Equity Plan
                                            or any Share Award Grant Agreement and/or Share Award by virtue of the Contracts (Rights
                                            of Third Parties) Act, Chapter 53B of Singapore.



 


End
of Plan.


 






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EXHIBIT
A


 


FORM
OF SHARE AWARD GRANT AGREEMENT


 


THIS
AGREEMENT, made as of this ___ day of __________, 20__ between [Avanseus Holdings Corporation], a Cayman Islands exempted company
limited by shares, with company registration number 374480 (the “Company”) and (the “Participant”).


 


WHEREAS,
The Company has adopted and maintains the [Avanseus Holdings Corporation] Incentive Equity Plan (the “Incentive Equity Plan”)
to promote the interests of the Company by providing the seven most senior officers of the Company with an appropriate incentive to encourage
them to continue in the employ of the Company and to improve the growth, profitability and financial success of the Company, and the
Incentive Equity Plan provides for the grant to Participants of Share Awards;


 


NOW
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:


 


		1.	Grant
                                            of Share Awards. Pursuant to, and subject to, the terms and conditions set forth herein
                                            and in the Incentive Equity Plan, the Company hereby grants to the Participant a share award
                                            (the “Share Award”) with respect to [●] Ordinary Shares.
                                            [In consideration for the grant of Share Awards the Participant shall make a payment of [●]
                                            to the Company.] The Share Award comprises [(a) Time-Based Restricted Securities of up to
                                            [●] Restricted Securities (comprising approximately [●]% of this Share Award),
                                            and (b) Performance-Based Restricted Securities of up to [●] Restricted Securities
                                            (comprising approximately [●]% of this Share Award), in each case] as determined in
                                            Section 5 below.



 


		2.	Grant
                                            Date. The Grant Date of the Share Award hereby granted is [●].



 


		3.	Incorporation
                                            of Incentive Equity Plan. All terms, conditions and restrictions of the Incentive Equity
                                            Plan, as amended from time to time, are incorporated herein and made part hereof as if stated
                                            herein. If there is any conflict between the terms and conditions of the Incentive Equity
                                            Plan and this Agreement, the terms and conditions of the Incentive Equity Plan, as interpreted
                                            by the Committee, shall govern, except to the extent this Agreement expressly changes the
                                            default provisions contained in the Incentive Equity Plan, in which case the provisions of
                                            this Agreement shall govern. All capitalized terms used and not defined herein shall have
                                            the meaning given to such terms in the Incentive Equity Plan.



 


		4.	Issuance
                                            of Restricted Securities. As soon as practicable upon the Participant’s acceptance
                                            of the Share Awards, the Participant will receive [●] Ordinary Shares.



 


		5.	Additional
                                            Terms of the Restricted Securities.



 


		(a)	In
                                            relation to the Time-Based Restricted Securities for up to [●] Restricted Securities:
                                            [●]



 


		(b)	In
                                            relation to the Performance-Based Restricted Securities for up to [●] Restricted Securities:
                                            [●]



 






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		(c)	Subject
                                            in all cases to the Participant’s active Employment, once the Committee has, in its
                                            absolute discretion, (i) determined that the vesting conditions as set out in this Agreement
                                            have been met or (ii) waived the vesting conditions in respect of some or all of the Restricted
                                            Securities, the Committee will notify the Participant of the number of Restricted Securities
                                            that have vested via the issue of a vesting notice (the “Restricted Securities
                                            Vesting Notice”). The date of the Restricted Securities Vesting Notice will
                                            be the date the Restricted Securities vest in the Participant, and no Restricted Securities
                                            will vest until the Restricted Securities Vesting Notice has been issued. Upon vesting of
                                            some or all of the Restricted Securities, all trading and dealing restrictions as set out
                                            in the Incentive Equity Plan and this Agreement in respect of the relevant Restricted Securities
                                            shall lapse and cease to be of effect.



 


For
the purposes of this Section 5, a Participant shall be deemed to have ceased to be so actively Employed as of the date the
notice of termination of Employment is tendered by or is given to him or her, unless such notice shall be withdrawn prior to its effective
date.


 


		6.	Trading
                                            and Dealing Restrictions. The Participant agrees that he or she shall not cause or permit
                                            the unvested Restricted Securities or his or her interest in the unvested Restricted Securities
                                            to be transferred to any other party other than the Participant’s personal representative
                                            on his or her death. Subject to the prior approval of the Committee, the Participant may
                                            assign or transfer his or her rights with respect to any or all of the Restricted Securities
                                            held by such Participant to a Permitted Transferee. Each Permitted Transferee shall be subject
                                            to all the restrictions, obligations and responsibilities which apply to the Participant
                                            under the Incentive Equity Plan and this Agreement and shall be entitled to all the rights
                                            of the Participant under the Incentive Equity Plan, provided that in respect of any Permitted
                                            Transferee which is a trust or custodianship, the Restricted Securities shall vest or forfeit
                                            based on the Employment and termination of Employment of the Participant.



 


		7.	Compliance
                                            with Trading Moratorium. The Participant agrees that, in respect of any unvested Restricted
                                            Securities, notwithstanding anything in this Agreement and/or the Incentive Equity Plan to
                                            the contrary, he or she will:



 


		(a)	comply
                                            with any Restricted Securities trading moratorium or restriction requirements (including
                                            a holding lock) that are necessary, desirable or expedient in connection with the unvested
                                            Restricted Securities, as determined by the Committee in its absolute discretion; and



 


		(b)	not
                                            pledge, hedge, gift, hypothecate, sell, contract to sell, grant any option or other rights
                                            over or otherwise transfer or dispose of, directly or indirectly, any unvested Restricted
                                            Securities, options or other securities convertible into or exercisable or exchangeable for
                                            Restricted Securities, or enter into any swap or other agreement that transfers, in whole
                                            or in part, any of the economic consequences of ownership of the Restricted Securities.



 


In
the event of any purported Transfer of any Restricted Securities in violation of the provisions of the Incentive Equity Plan, such purported
Transfer shall, to the extent permitted by Applicable Law, be void and of no effect.


 






    2


     


    

 


		8.	Forfeiture
                                            of Restricted Securities. Where the Committee, in its absolute discretion, has determined
                                            that such number of Restricted Securities are to be forfeited in accordance with the provisions
                                            of this Agreement and/or the Incentive Equity Plan, the Participant agrees that he or she
                                            will execute any document and do anything that the Participant will be required to do to
                                            effect such forfeiture under the Incentive Equity Plan.



 


		9.	Construction
                                            of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid,
                                            illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to
                                            this section, be ineffective to the extent of such invalidity, illegality or unenforceability,
                                            without affecting in any way the remaining provisions thereof in such jurisdiction or rendering
                                            that or any other provisions of this Agreement invalid, illegal, or unenforceable in any
                                            other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because
                                            its scope is considered excessive, such covenant shall be modified so that the scope of the
                                            covenant is reduced only to the minimum extent necessary to render the modified covenant
                                            valid, legal and enforceable. No waiver of any provision or violation of this Agreement by
                                            the Company shall be implied by the Company’s forbearance or failure to take action.



 


		10.	Delays
                                            or Omissions. No delay or omission to exercise any right, power or remedy accruing to
                                            any party hereto upon any breach or default of any party under this Agreement, shall impair
                                            any such right, power or remedy of such party nor shall it be construed to be a waiver of
                                            any such breach or default, or an acquiescence therein, or of or in any similar breach or
                                            default thereafter occurring nor shall any waiver of any single breach or default be deemed
                                            a waiver of any other breach or default theretofore or thereafter occurring. Any waiver,
                                            permit, consent or approval of any kind or character on the part of any party of any breach
                                            or default under this Agreement, or any waiver on the part of any party or any provisions
                                            or conditions of this Agreement, shall be in writing and shall be effective only to the extent
                                            specifically set forth in such writing.



 


		11.	Restrictive
                                            Covenants. In consideration of the Participant’s Employment with the Company and
                                            as a condition of the grant of a Share Award pursuant to this Agreement, the Participant
                                            makes the following covenants described in this Section 11. Notwithstanding anything
                                            in the Incentive Equity Plan or this Agreement to the contrary, in the event that the Participant
                                            violates any of the provisions of this Section 11, he or she shall forfeit the
                                            Restricted Securities in full (regardless of the extent to which the Restricted Securities
                                            are vested at the time of such violation).



 


		(a)	Non-Competition;
                                            Non-Solicitation; Confidential Information. In addition to what may otherwise be provided
                                            in the Participants’ Employment agreement with the Company or any subsidiary of the
                                            Company, the Participant, in consideration of the grant of Share Awards to him or her under
                                            the Incentive Equity Plan, undertakes that he or she shall not during the Participant’s
                                            Employment and for the 12-month period following the termination of the Participant’s
                                            Employment compete by doing or permitting any of the following without the prior written
                                            consent of the Company in countries where the Company has a business presence, and acknowledges
                                            and agrees that a violation of this restrictive covenant will entitle the Company to terminate
                                            all his or her rights under the Incentive Equity Plan and/or any outstanding grant:



 


		(i)	become
                                            an employee, director, or independent contractor of, or a consultant to, or perform any services
                                            for or on behalf of, any Person engaging in any business activity that competes with the
                                            business of the Company or any subsidiary of the Company at such time;



 






    3


     


    

 


		(ii)	solicit
                                            (including any communication of any kind, regardless of by whom it is initiated) or hire
                                            or attempt to solicit or hire (x) any customer or supplier of the Company or any subsidiary
                                            of the Company in connection with any business activity that then competes with the Company
                                            or any subsidiary of the Company or to terminate or alter in a manner adverse to the Company
                                            or its Affiliates such customer’s or supplier’s relationship with the Company
                                            or its Affiliates, or (y) any Employee or individual who was an Employee within the six-month
                                            period immediately prior thereto to terminate or otherwise alter his or her Employment, provided
                                            that Participant’s employer’s or business organization’s conducting general
                                            advertising for employees shall not in and of itself be a violation of this clause (ii);
                                            or



 


		(iii)	at
                                            any time during or following Employment, disclose or use any Confidential Information other
                                            than for the benefit of the Company and its Affiliates, except as required by legal process
                                            (provided that if the Participant receives legal process with regard to disclosure of such
                                            Confidential Information, he or she shall promptly notify the Company and cooperate with
                                            the Company in seeking a protective order with respect to such Confidential Information).



 


		(b)	Non-Disparagement.
                                            The Participant shall not, directly or indirectly, disparage (i) the Company, (ii) any
                                            subsidiaries or Affiliates of the Company, (iii) any employee, officer, shareholder or director
                                            of any of the entities described in clauses (i) or (ii), or (iv) the business or properties
                                            or assets of the Company or any of its subsidiaries. Notwithstanding the foregoing, nothing
                                            herein shall preclude the Participant from making truthful statements or disclosures that
                                            are required by Applicable Law.



 


		(c)	Enforceability
                                            of Covenants. The Participant acknowledges the reasonableness of the term, geographical
                                            territory, and scope of the covenants set forth in this Section 11, and the Participant
                                            agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness
                                            of, or assert the unreasonableness of, the premises, consideration or scope of the covenants
                                            set forth herein and the Participant hereby waives any such defense. The Participant further
                                            acknowledges that complying with the provisions contained in this Agreement will not preclude
                                            the Participant from engaging in a lawful profession, trade or business, or from becoming
                                            gainfully employed. The Participant agrees that the Participant’s covenants under this
                                            Section 11 are separate and distinct obligations under this Agreement, and the
                                            failure or alleged failure of the Company or the Board to perform obligations under any other
                                            provisions of this Agreement shall not constitute a defense to the enforceability of the
                                            Participant’s covenants and obligations under this Section 11. The Participant
                                            agrees that any breach of any covenant under this Section 11 will result in irreparable
                                            damage and injury to the Company or one of its subsidiaries and that the Company and/or its
                                            subsidiaries will be entitled to injunctive relief in any court of competent jurisdiction
                                            without the necessity of posting any bond.



 






    4


     


    

 


		(d)	Nonexclusive
                                            Remedy. In addition to any remedies that may be available in any agreement to which the
                                            Participant is a party, the remedies available for breach of any of the foregoing restrictive
                                            covenants shall include: (i) any rights or remedies available in law or in equity, (ii) the
                                            forfeiture of the Restricted Securities for no consideration; (iii) in respect of the Restricted
                                            Securities (or portion thereof) vested prior to any such breach or subsequent thereto and
                                            prior to the forfeiture of the Restricted Securities (or portion thereof) required by this
                                            Section 11, payment by the Participant to the Company of an amount equal to the
                                            higher of (1) the Fair Market Value of the Restricted Securities, and (2) the per-unit proceeds
                                            of any sale of Restricted Securities acquired upon such settlement multiplied by the number
                                            of Restricted Securities so sold; and (iv) payment by the Participant to the Company of an
                                            amount reimbursing the Company for all attorney’s fees it incurs enforcing its rights
                                            hereunder.



 


		12.	Integration.
                                            This Agreement, and the other documents referred to herein or delivered pursuant hereto
                                            which form a part hereof contain the entire understanding of the parties with respect to
                                            its subject matter. There are no restrictions, agreements, promises, representations, warranties,
                                            covenants or undertakings with respect to the subject matter hereof other than those expressly
                                            set forth herein and in the Incentive Equity Plan. This Agreement, including without limitation
                                            the Incentive Equity Plan, supersedes all prior agreements and understandings between the
                                            parties with respect to its subject matter.



 


		13.	Counterparts.
                                            This Agreement may be executed in two or more counterparts, each of which shall be deemed
                                            an original, but all of which shall constitute one and the same instrument.



 


		14.	Governing
                                            Law. This Agreement shall be governed by, and construed and enforced in accordance with,
                                            the laws of Singapore, without regard to the provisions governing choice or conflict of laws
                                            or rules that would cause the application of the laws of any other jurisdiction. Any provision
                                            of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable
                                            in any jurisdiction shall, as to that jurisdiction and subject to this Section 14, be
                                            ineffective to the extent of such invalidity, illegality or unenforceability, without affecting
                                            in any way the remaining provisions thereof in such jurisdiction or rendering that or any
                                            other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.
                                            If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered
                                            excessive, such covenant shall be modified so that the scope of the covenant is reduced only
                                            to the minimum extent necessary to render the modified covenant valid, legal and enforceable.



 


		15.	Effect
                                            on Employment. Nothing contained in this Agreement shall confer upon the Participant
                                            any right with respect to the continuation of his or her Employment or interfere in any way
                                            with the right of the Company or any of its subsidiaries, subject to the terms of any separate
                                            employment agreements to the contrary, at any time to terminate such Employment or to increase
                                            or decrease the compensation of the Participant from the rate in existence at the time of
                                            the grant of any Share Award.



 






    5


     


    

 


		16.	Participant
                                            Representations; Acknowledgments. The Participant hereby acknowledges receipt of a copy
                                            of the Incentive Equity Plan. The Participant hereby acknowledges that all decisions, determinations
                                            and interpretations of the Committee in respect of the Incentive Equity Plan, this Agreement,
                                            the Share Award and the Restricted Securities shall be final and conclusive. The Participant
                                            further acknowledges that if, following the date the Participant receives the Share Award
                                            pursuant to this Agreement, the Company determines that any of the representations made by
                                            the Participant under this Section 16 is inaccurate, the grant of the Share Award to
                                            the Participant pursuant to this Agreement may, in the sole discretion of the Board, be rescinded
                                            and deemed null and void.



 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Participant has
hereunto signed this Agreement on his or her own behalf, thereby representing that he or she has carefully read and understands this
Agreement and the Incentive Equity Plan as of the day and year first written above.


 


	 	[Avanseus
    Holdings Corporation]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Participant:
	 	 	 
	 	Signature:	 
	 	Name:	 




 






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