**Exhibit 4.6 **

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**BITDEER TECHNOLOGIES GROUP**

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**2023 SHARE INCENTIVEPLAN**

 

**ARTICLE 1**

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**PURPOSE**

 

The purpose of this **2023SHARE INCENTIVE PLAN**is to promote the success and enhance the valueof **Bitdeer Technologies Group**, a business company formedunder the laws of the Cayman Islands (the “**Company**”), by linking the personal interests of the Directors, Employees,Consultants, and other Persons to those of the Company’s shareholders and by providing such individuals with an incentive for outstandingperformance to generate superior returns to the Company’s shareholders. The Plan is furtherintended to provide flexibility to theCompany in its ability to motivate, attract, and retain the services of the above individuals upon whose judgment, interest, and specialeffort the successful conduct of the Company’s operation is largely dependent.

 

**ARTICLE 2**

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**DEFINITIONS AND CONSTRUCTION**

 

Wherever the following termsare used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronounshall include the plural where the context so indicates.

 

**2.1            **“**ApplicableLaws**” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities,tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national marketsystem, of any jurisdiction applicable to Awards granted to residents therein.

 

**2.2            **“**A&RMerger Agreement**” means the Amended and Restated Agreement and Plan of Merger, dated as of December 15, 2021, by and amongBitdeer Technologies Holding Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands, theCompany, Blue Safari Merge Limited, a British Virgin Islands business company and a wholly-owned subsidiary of the Company, Blue SafariMerge II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of the Company, Bitdeer Merge Limited, an exemptedcompany with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company, Blue SafariGroup Acquisition Corp., a British Virgin Islands business company and Blue Safari Mini Corp, an exempted company with limited liabilityincorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Blue Safari Group Acquisition Corp.

 

**2.3            **“**Award**”means an Option, Restricted Share or Restricted Share Unit award(s) granted to a Participant pursuant to the Plan, and an Award mayconsist of one such security or benefit, or two or more of them in any combination or alternative.

 

**2.4**            “**Board**” means the board of directors of the Company.

 

 

 

**2.5            **“**Cause**”with respect to a Participant means (unless otherwise expressly provided in the applicable Notice of Grant, or another applicable contractwith the Participant that defines such term for purposes of determining the effect that a “**for cause**” termination hason the Participant’s Awards) each of the following and the determination of the existence of Cause shall be determined by the Committee:

 

**(a)            **theParticipant has been negligent in the discharge of his or her duties to the Service Recipient, has refused to perform stated or assignedduties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

 

**(b)            **theParticipant has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorizeddisclosure or use of inside information, customer lists, trade secrets or other confidential information;

 

**(c)            **theParticipant has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation, or policy of theService Recipient; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor trafficviolations or similar offenses);

 

**(d)            **theParticipant has materially breached any of the provisions of any agreement with the Service Recipient;

 

**(e)            **theParticipant has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business,or assets of, the Service Recipient; or

 

**(f)            **theParticipant has improperly induced a vendor or customer to break or terminate any contract with the Service Recipient or induced a principalfor whom the Service Recipient acts as agent to terminate such agency relationship.

 

A termination for Cause shallbe deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipientfirst delivers written notice to the Participant of a finding of termination for Cause.

 

**2.6** “         **Code**” means the Internal Revenue Code of 1986 of the United States, as amended.

 

**2.7** “         **Committee**” means a committee of the Board described in **Article 10**.

 

**2.8            **“**Consultant**”means any Person who renders services directly or indirectly to a Service Recipient and recognized by the Committee; provided that suchservices are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectlypromote or maintain a market for the Company’s securities.

 

**2.9            **“**CorporateTransaction**”, unless otherwise defined in a Notice of Grant, means any of the following transactions, provided, however, thatthe Committee may determine, under (d) and (e) whether multiple transactions are related, and its determination shall be final,binding and conclusive:

 

**(a)            **anamalgamation, arrangement or consolidation or scheme of arrangement (i) in which the Company is not the surviving entity, exceptfor a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or (ii) followingwhich the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of the votingsecurities of the surviving entity;

 

**(b)**           the sale, transfer or other disposition of all or substantially all of the assets of the Company;

 

**(c)**            the complete liquidation or dissolution of the Company;

 

**(d)            **anyreverse takeover or series of related transactions culminating in a reverse takeover (including, but not limited to, a tender offer followedby a reverse takeover) in which the Company is the surviving entity but (A) the Company’s equity securities outstanding immediatelyprior to such takeover are converted or exchanged by virtue of the takeover into other property, whether in the form of securities, cashor otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’soutstanding securities are transferred to a Person or Persons different from those who held or beneficially owned such securities immediatelyprior to such takeover or the initial transaction culminating in such takeover, but excluding any such transaction or series of relatedtransactions that the Committee determines shall not be a Corporate Transaction; or

 

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**(e)            **acquisitionin a single or series of related transactions by any Person or related group of Persons (other than the Company, or a person that directlyor indirectly controls, is controlled by or is under common control with the Company, or by a Company-sponsored employee benefit plan)of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%)of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of relatedtransactions that the Committee determines shall not be a Corporate Transaction.

 

**2.10          **“**Director**”means a member of the Board or a member of the board of directors of any Parent, Subsidiary or Related Entity of the Company.

 

**2.11          **“**Disability**”,unless otherwise defined in a Notice of Grant, means that the Participant qualifies to receive long-term disability payments under theService Recipient’s long-term disability insurance program, as it may be amended from time to time, to which the Participant providesservices regardless of whether the Participant is covered by such policy. If the Service Recipient to which the Participant providesservice does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry outthe responsibilities and functions of the position held by the Participant by reason of any medically determinable physical or mentalimpairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disabilityunless he or she furnishes proof of such impairment sufficient to satisfy the Committee in its discretion.

 

**2.12         ** “**Effective Date**” shall have the meaning set forth in **Section 11.1**.

 

**2.13          **“**Employee**”means any person, including an officer of the Company or any Parent, Subsidiary or Related Entity of the Company, who is in the employmentof a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the mannerand method of performance. The payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “**employment**”by the Service Recipient.

 

**2.14          **“**ExchangeAct**” means the Securities Exchange Act of 1934 of the United States, as amended.

 

**2.15**          “**Fair Market Value**” means, as of any date, the value of Shares determined as follows:

 

**(a)            **Ifthe Shares are listed on one or more established stock exchanges or national market systems, including without limitation, The New YorkStock Exchange and The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such shares (or the closing bid,if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Committee)on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last tradingdate such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Committeedeems reliable;

 

**(b)            **Ifthe Shares are regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognized securities dealer,its Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the dateof determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid andlow asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date suchprices were reported), as reported in The Wall Street Journal or such other source as the Committee deems reliable; or

 

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**(c)            **Inthe absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shallbe determined by the Committee in good faith and in its discretion by reference to one or more of the following and such Fair Market Valueshall be binding on all participants: (i) the placing price of the latest private placement of the Shares and the development ofthe Company’s business operations and the general economic and market conditions since such latest private placement, (ii) otherthird party transactions involving the Shares and the development of the Company’s business operation and the general economic andmarket conditions since such sale, (iii) an independent valuation of the Shares, or (iv) such other methodologies or informationas the Committee determines, to be indicative of Fair Market Value and relevant.

 

**2.16          **“**IncentiveShare Option**” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provisionthereto.

 

**2.17          **“**IndependentDirector**” means (i) before the Shares or other securities representing the Shares are listed on a stock exchange, a memberof the Board who is a Non-Employee Director; and (ii) after the Shares or other securities representing the Shares are listed ona stock exchange, a member of the Board who meets the independence standards under the applicable corporate governance rules of thestock exchange.

 

**2.18          **“**Non-EmployeeDirector**” means a member of the Board who qualifies as a “**Non- Employee Director**” as defined in Rule 16b-3(b)(3) ofthe Exchange Act, or any successor definition adopted by the Board.

 

**2.19          **“**Non-QualifiedShare Option**” means an Option that is not intended to be an Incentive Share Option.

 

**2.20          **“**Noticeof Grant**” means the notice of grant to be sent from the Committee, on behalf of the Company, to the Participant evidencing anAward, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Committee maydetermine consistent with the Plan.

 

**2.21          **“**Option**”means a right granted to a Participant pursuant to **Article 5**of the Plan to purchase a specified number of Shares at a specifiedprice during specified time periods. An Option may be either an Incentive Share Option or a Non-Qualified Share Option.

 

**2.22          **“**Participant**”means a Person who has been granted an Award as determined by the Committee pursuant to the Plan, including but not limited to a Director,Employee, and Consultant, etc.

 

**2.23         ** “**Parent**” means a parent corporation under Section 424(e) of the Code.

 

**2.24          **“**Person**”means any individual, general partnership, limited partnership, limited liability partnership, limited liability company, corporation,joint venture, trust, business trust, cooperative or association and the heirs, executors, administrators, legal representatives, successorsand assigns of such Person where the context so permits.

 

**2.25**          “**Plan**” means this 2023 Share Incentive Plan, as it may be amended from time to time.

 

**2.26          **“**RelatedEntity**” means any business, corporation, partnership, limited liability company or other entity in which the Company, a Parentor Subsidiary of the Company holds a substantial ownership interest, directly or indirectly, but which is not a Subsidiary and which theCommittee designates as a Related Entity for purposes of the Plan.

 

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**2.27          **“**RestrictedShare**” means a Share awarded to a Participant pursuant to **Article 6**that is subject to certain restrictions on transfer,rights of first refusal, repurchase provisions, forfeiture provisions and other terms and conditions established by the Committee andmay be subject to risk of forfeiture.

 

**2.28          **“**RestrictedShare Unit**” means the right granted to a Participant pursuant to **Article 7**to receive a Share at a future date.

 

**2.29         ** “**Securities Act**” means the Securities Act of 1933 of the United States, as amended.

 

**2.30          **“**ServiceRecipient**” means the Company, any Parent, Subsidiary or Related Entity of the Company, to which a Participant provides servicesas an Employee, a Consultant or a Director.

 

**2.31          **“**Share**”means ordinary shares of the Company, and such other securities of the Company that may be substituted for Shares pursuant to **Article 9**.

 

**2.32          **“**Subsidiary**”means any corporation or other entity of which a majority of the outstanding voting shares or voting power is beneficially owned directlyor indirectly by the Company.

 

**2.33          **“**TradingDate**” means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed withand declared effective by the U.S. Securities and Exchange Commission under the Securities Act.

 

**ARTICLE 3**

 

**SHARES SUBJECT TO THE PLAN**

 

**3.1           ****Number of Shares**.

 

**(a)            **Subjectto the provisions of **Article 9**and **Section 3.1(b)**, the maximum aggregate number of Shares which may be issuedpursuant to all Awards (including Incentive Share Options) shall initially be 21,895,336 ordinary shares of the Company (the “**ShareLimit**”).

 

**(b)            **Tothe extent that an Award terminates, expires, or lapses for any reason, any Shares subject to the Award shall again be available for thegrant of an Award pursuant to the Plan. To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitutionfor, any outstanding awards of any entity acquired in any form or combination by the Company or any Parent or Subsidiary of the Companyshall not be counted against Shares available for grant pursuant to the Plan. Shares delivered by the Participant or withheld by the Companyupon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned,granted or awarded hereunder, subject to the limitations of **Section 3.1(a)**. If any Awards are forfeited by the Participantor repurchased by the Company, the Shares underlying such Awards may again be optioned, granted or awarded hereunder, subject to the limitationsof **Section 3.1(a)**. Notwithstanding the provisions of this **Section 3.1(b)**, no Shares may again be optioned, granted,or awarded if such action would cause an Incentive Share Option to fail to qualify as an Incentive Share Option under Section 422of the Code.

 

**3.2            ****SharesDistributed**. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasuryshares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, if applicable, in the discretion of the Committee,American Depository Shares in an amount equal to the number of Shares which otherwise would be distributed pursuant to an Award may bedistributed in lieu of Shares in settlement of any Award. If the number of Shares Represented by an American Depository Share is other than on a one-to-onebasis, the Share Limit of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.

 

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**ARTICLE 4**

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**ELIGIBILITY ANDPARTICIPATION**

 

**4.1            ****Eligibility**.Persons eligible to participate in this Plan include Persons recognized by the Committee, e.g., Directors, Employees and Consultants,as determined by the Committee.

 

**4.2            ****Participation**.Subject to the provisions of the Plan, the Committee may, from time to time, select from among all eligible individuals, those to whomAwards shall be granted and determine the nature and amount of each Award. No individual shall have any right to be granted an Award pursuantto this Plan, unless otherwise determined by the Committee in accordance with the Plan.

 

**4.3            ****Jurisdictions**.In order to assure the viability of Awards granted to Participants employed in various jurisdictions, the Committee may provide for suchspecial terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy, or custom applicable inthe jurisdiction in which the Participant resides or is employed. Moreover, the Committee may approve such supplements to, or amendments,restatements, or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affectingthe terms of the Plan as in effect for any other purpose; *provided, however*, that no such supplements, amendments, restatements,or alternative versions shall increase the Share Limit contained in **Section 3.1**of the Plan. Notwithstanding the foregoing,the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate any Applicable Laws.

 

**ARTICLE 5**

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**OPTIONS**

 

**5.1            ****General**.The Committee is authorized to grant Options to Participants on the following terms and conditions:

 

**(a)            ****ExercisePrice**. The exercise price per Share subject to an Option shall be determined by the Committee and set forth in the Notice of Grantwhich may be a fixed or variable price related to the Fair Market Value of the Shares. The exercise price per Share subject to an Optionmay be amended or adjusted in the absolute discretion of the Committee, the determination of which shall be final, binding, and conclusive.For the avoidance of doubt, to the extent not prohibited by Applicable Laws or any exchange rule, a downward adjustment of the exerciseprices of Options mentioned in the preceding sentence may be effective without the approval of the Company’s shareholders or theapproval of the affected Participants.

 

**(b)            ****Timeand Conditions of Exercise**. The Committee may determine the time or times at which an Option may be exercised in whole or in part,including exercise prior to vesting; *provided*that the term of any Option granted under the Plan shall not exceed ten years, exceptas provided in **Section 12.1**. The Committee may also determine any conditions, if any, that must be satisfied before all orpart of an Option may be exercised.

 

**(c)            ****Payment**.The Committee may determine the methods by which the exercise price of an Option may be paid, the form of payment, including, withoutlimitation (i) cash or check denominated in U.S. Dollars, (ii) to the extent permissible under the Applicable Laws, cash orcheck in Chinese Renminbi, (iii) cash or check denominated in any other local currency as approved by the Committee, (iv) Sharesheld for such period of time as may be required by the Committee in order to avoid adverse financial accounting consequences and havinga Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, (v) afterthe Trading Date the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares thenissuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the saleto the Company in satisfaction of the Option exercise price; *provided*that payment of such proceeds is then made to the Companyupon settlement of such sale, (vi) other property acceptable to the Committee with a Fair Market Value equal to the exercise price,or (vii) any combination of the foregoing. Notwithstanding any other provision of the Plan to the contrary, no Participant who isa member of the Board or an “executive officer” of the Company within the meaning of Section 13(k) of the ExchangeAct shall be permitted to pay the exercise price of an Option in any method which would violate Section 13(k) of the ExchangeAct.

 

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**(d)            ****Evidenceof Grant**. All Options shall be evidenced by a Notice of Grant sent from the Committee on behalf of the Company to the Participant.The Notice of Grant shall include such additional provisions as may be specified by the Committee.

 

**(e)            ****Effectsof Termination of Employment or Service on Options**. Termination of employment or service shall have the following effects on Optionsgranted to the Participants:

 

**(i)            ****Dismissalfor Cause**. Unless otherwise provided in the Notice of Grant, if a Participant’s employment by or service to the Service Recipientis terminated by the Service Recipient for Cause, the Participant’s Options will terminate upon such termination, whether or notthe Option is then vested and/or exercisable;

 

**(ii)           ****Deathor Disability**. Unless otherwise provided in the Notice of Grant, if a Participant’s employment by or service to the ServiceRecipient terminates as a result of the Participant’s death or Disability:

 

**(1)            **theParticipant (or his or her legal representative or beneficiary, in the case of the Participant’s Disability or death, respectively),will have the right to exercise the Participant’s Options (or portion thereof) until the tenth anniversary of the grant date tothe extent that such Options were vested and exercisable on the date of the Participant’s termination of Employment on account ofdeath or Disability;

 

**(2)            **theOptions, to the extent not vested and exercisable on the date of the Participant’s termination of Employment or service, shall immediatelyterminate for nil consideration upon the Participant’s termination of Employment or service on account of death or Disability; and

 

**(3)            **theOptions, to the extent exercisable on the date of the Participant’s termination of Employment on account of death or Disabilityand not exercised prior to the tenth anniversary of the grant date, shall terminate at the close of business on the tenth anniversaryof the grant date.

 

**(iii)         ****OtherTerminations of Employment or Service**. Unless otherwise provided in the Notice of Grant, if a Participant’s employment by orservice to the Service Recipient terminates for any reason other than a termination by the Service Recipient for Cause or because ofthe Participant’s death or Disability:

 

**(1)            **theParticipant will have the right to exercise his or her Options (or portion thereof) until the tenth anniversary of the grant date to theextent that such Options were vested and exercisable on the date of the Participant’s termination of Employment or service;

 

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**(2)            **theOptions, to the extent not vested and exercisable on the date of the Participant’s termination of Employment or service, shall terminateupon the Participant’s termination of Employment or service; and

 

**(3)            **theOptions, to the extent exercisable on the date of the Participant’s termination of Employment or service and not exercised priorto the tenth anniversary of the grant date, shall terminate at the close of business on the tenth anniversary of the grant date.

 

**5.2            ****IncentiveShare Options**. Incentive Share Options may be granted to Employees of the Company, a Parent or Subsidiary of the Company. IncentiveShare Options may not be granted to Employees of a Related Entity or to Independent Directors or Consultants. The terms of any IncentiveShare Options granted pursuant to the Plan, in addition to the requirements of **Section 5.1**, must comply with the followingadditional provisions of this **Section 5.2**:

 

**(a)            ****IndividualDollar Limitation**. The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect towhich Incentive Share Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitationas imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Share Options are first exercisableby a Participant in excess of such limitation, the excess shall be considered Non-Qualified Share Options.

 

**(b)            ****ExercisePrice**. The exercise price of an Incentive Share Option shall be equal to the Fair Market Value on the date of grant. However, theexercise price of any Incentive Share Option granted to any individual who, at the date of grant, owns Shares possessing more than tenpercent of the total combined voting power of all classes of shares of the Company may not be less than 110% of Fair Market Value on thedate of grant and such Option may not be exercisable for more than five years from the date of grant.

 

**(c)            ****TransferRestriction**. The Participant shall give the Committee prompt notice of any disposition of Shares acquired by exercise of an IncentiveShare Option within (i) two years from the date of grant of such Incentive Share Option or (ii) one year after the transferof such Shares to the Participant.

 

**(d)            ****Expirationof Incentive Share Options**. No Award of an Incentive Share Option may be made pursuant to this Plan after the tenth anniversary ofthe Effective Date.

 

**(e)            ****Rightto Exercise**. During a Participant’s lifetime, an Incentive Share Option may be exercised only by the Participant.

 

**ARTICLE 6**

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**RESTRICTED SHARES**

 

**6.1            ****Grantof Restricted Shares**. The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the Committee,in its sole discretion, shall determine. The Committee, in its sole discretion, may determine the number of Restricted Shares to be grantedto each Participant.

 

**6.2            ****RestrictedShares Notice of Grant**. Each Award of Restricted Shares shall be evidenced by a Notice of Grant that shall specify the period of restriction,the number of Restricted Shares granted, the vesting schedule and such other terms and conditions as the Committee, in its sole discretion,may determine. Unless the Committee determines otherwise, Restricted Shares shall be held by the Company as escrow agent until the restrictionson such Restricted Shares have lapsed.

 

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**6.3            ****Issuanceand Restrictions**. Restricted Shares shall be subject to such restrictions on transferability and other restrictions as the Committeemay impose (including, without limitation, limitations on transfer, right of first refusal, repurchase provisions, forfeiture provisions,the right to vote Restricted Shares or the right to receive dividends on the Restricted Share). These restrictions may lapse separatelyor in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at thetime of the grant of the Award or thereafter.

 

**6.4            ****Forfeiture/Repurchase**.Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment orservice during the applicable restriction period, the unvested Restricted Shares and the Restricted Shares that are at that time subjectto restrictions shall be forfeited or repurchased in accordance with the Notice of Grant; *provided, however*, the Committee may(a) provide in any Restricted Share Notice of Grant that restrictions or forfeiture and repurchase conditions relating to RestrictedShares will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) in other cases waivein whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Shares.

 

**6.5            ****Certificatesfor Restricted Shares**. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Committee may determine.If certificates representing Restricted Shares are registered in the name of the Participant, certificates must bear an appropriate legendreferring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Committee may, at its discretion, retainphysical possession of the certificate until such time as all applicable restrictions lapse.

 

**6.6            ****Removalof Restrictions**. Except as otherwise provided in this **Article 6**, Restricted Shares granted under the Plan shall be releasedfrom escrow as soon as practicable after the last day of the period of restriction. The Committee, in its discretion, may accelerate thetime at which any restrictions shall lapse or be removed. After the restrictions have lapsed, the Participant shall be entitled to haveany legend or legends under **Section 6.5**removed from his or her Share certificate, and the Shares shall be freely transferableby the Participant, subject to applicable legal restrictions. The Committee (in its discretion) may establish procedures regarding therelease of Shares from escrow and the removal of legends, as necessary or appropriate to minimize administrative burdens on the Company.

 

**ARTICLE 7**

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**RESTRICTED SHAREUNITS**

 

**7.1            ****Grantof Restricted Share Units**. The Committee, at any time and from time to time, may grant Restricted Share Units to Participants as theCommittee, in its sole discretion, may determine. The Committee, in its sole discretion, may determine the number of Restricted ShareUnits to be granted to each Participant.

 

**7.2            ****RestrictedShare Units Notice of Grant**. Each Award of Restricted Share Units shall be evidenced by a Notice of Grant that shall specify any vestingconditions, the number of Restricted Share Units granted, the vesting schedule and the delivery schedule (which may include deferred deliverylater than the vesting date) and such other terms and conditions as the Committee, in its sole discretion, may determine.

 

**7.3            ****PerformanceObjectives and Other Terms**. The Committee, in its discretion, may set performance objectives or other vesting criteria which, dependingon the extent to which they are met, will determine the number or value of Restricted Share Units that will be paid out to the Participants.

 

**7.4            ****Form andTiming of Payment of Restricted Share Units**. At the time of grant, the Committee may specify the date or dates on which the RestrictedShare Units shall become fully vested and nonforfeitable. Upon vesting, the Committee, on behalf of the Company, may pay Restricted ShareUnits in the form of cash, in Shares, or other forms of payment or in any combination of the foregoing, as agreed in the Notice of Grant.

 

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**7.5            ****Forfeiture/Repurchase**.Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment orservice during the applicable restriction period or for other reasons recognized by the Committee, Restricted Share Units that are atthat time unvested shall be forfeited or repurchased by the Company in accordance with the Notice of Grant; *provided, however*,the Committee may (a) provide in any Restricted Share Notice of Grant that restrictions or forfeiture and repurchase conditions relatingto Restricted Share Units will be waived in whole or in part in the event of terminations resulting from specified causes, and (b) inother cases waive in whole or in part restrictions or forfeiture and repurchase conditions relating to Restricted Share Units.

 

**ARTICLE 8**

 

**PROVISIONS APPLICABLE TO AWARDS**

 

**8.1            ****Noticeof Grant**. Awards under the Plan shall be evidenced by Notice of Grant that set forth the terms, conditions and limitations for eachAward which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates,and the Company’s authority to unilaterally or bilaterally amend, modify, suspend, cancel, or rescind an Award.

 

**8.2****           No Transfer**ability; Limited Exception to Transfer Restrictions.

 

  **8.2.1     ****Limitson Transfer**. Unless otherwise expressly provided in (or pursuant to) this **Section 8.2**, by Applicable Law and by the Noticeof Grant, as the same may be amended: all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation,alienation, assignment, pledge, encumbrance, or charge;

 

**(a)            **Awardswill be exercised only by the Participant or the Participant’s legal representative or beneficiary in the case of the Participant’sDisability or death, respectively, as set forth under Section 5.1(e)(ii); and

 

**(b)            **amountspayable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of Shares, registeredin the name of, the Participant.

 

In addition, the Shares shall be subject to the restrictionsset forth in the applicable Notice of Grant.

 

**  8.2.2     ****FurtherExceptions to Limits on Transfer**. The exercise and transfer restrictions in **Section 8.2.1**will not apply to:

 

**(a)           ** transfers to the Company or a Subsidiary;

 

**(b)            **transfersby gift to “**immediate family**” as that term is defined in SEC Rule 16a-1(e) promulgated under the ExchangeAct;

 

**(c)            **thedesignation of a beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises bythe Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descentand distribution; or

 

**(d)            **ifthe Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s dulyauthorized legal representative; or

 

**(e)            **subjectto the prior approval of the Committee or an executive officer or director of the Company authorized by the Committee, transfer to oneor more natural persons who are the Participant’s family members or entities owned and controlled by the Participant and/or theParticipant’s family members, including but not limited to trusts or other entities whose beneficiaries or beneficial owners are the Participant and/or the Participant’sfamily members, or to such other Persons as may be expressly approved by the Committee, pursuant to such conditions and procedures asthe Committee or may establish. Any permitted transfer shall be subject to the condition that the Committee receives evidence satisfactoryto it that the transfer is being made for estate and/or tax planning purposes and on a basis consistent with the Company’s lawfulissue of securities.

 

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Notwithstanding anything elsein this **Section 8.2.2**to the contrary, but subject to compliance with all Applicable Laws, Incentive Share Options, RestrictedShares and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessaryto maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all ApplicableLaws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the conditionprecedent that the transfer be approved by the Committee in order for it to be effective.

 

**8.3            ****Beneficiaries**.Notwithstanding **Section 8.2**, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercisethe rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,legal guardian, legal representative, or other Person claiming any rights pursuant to the Plan is subject to all terms and conditionsof the Plan and any Notice of Grant applicable to the Participant, except to the extent the Plan and Notice of Grant otherwise provide,and to any additional restrictions deemed necessary or appropriate by the Committee. If the Participant is married and resides in a communityproperty state, a designation of a Person other than the Participant’s spouse as his or her beneficiary with respect to more than50% of the Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’sspouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the Person entitled thereto pursuantto the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changedor revoked by a Participant at any time provided the change or revocation is filed with the Committee.

 

**8.4            ****ShareCertificates**. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificatesevidencing the Shares pursuant to the exercise of any Award, unless and until the Committee has determined, with advice of counsel, thatthe issuance and delivery of such certificates is in compliance with all Applicable Laws, regulations of governmental authorities and,if applicable, the requirements of any exchange on which the Shares are listed or traded. All Share certificates delivered pursuant tothe Plan are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply with allApplicable Laws, and the rules of any national securities exchange or automated quotation system on which the Shares are listed,quoted, or traded. The Committee may place legends on any Share certificate to reference restrictions applicable to the Shares. In additionto the terms and conditions provided herein, the Committee may require that a Participant make such reasonable covenants, agreements,and representations as the Committee, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.The Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlementor exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee.

 

**8.5            ****PaperlessAdministration**. Subject to Applicable Laws, the Committee may make Awards, provide applicable disclosure and procedures for exerciseof Awards by an internet website or interactive voice response system for the paperless administration of Awards.

 

**8.6            ****PaymentMethod**. In the event the exercise price for an Award is paid in a currency other than U.S. dollars or any other form of payment aspermitted in the Notice of Grant, the amount payable will be determined by conversion from U.S. dollars at the exchange rates set forthin the Notice of Grant or as selected by the Committee on the date of exercise. A Participant (or his or her legal representative or beneficiary,in the case of the Participant’s Disability or death, respectively), may be required to provide evidence that any currency usedto pay the exercise price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance withApplicable Laws, including foreign exchange control laws and regulations.

 

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**ARTICLE 9**

 

**CHANGES IN CAPITAL STRUCTURE**

 

**9.1            ****Adjustments**.In the event of any dividend, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, spin-off, recapitalizationor other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the sharesof Shares or the share price of a Share, the Committee may, make such proportionate and equitable adjustments, if any, as the Committeein its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and type of shares that maybe issued under the Plan (including, but not limited to, adjustments of the Share Limit in **Section 3.1**); (b) the termsand conditions of any issued and outstanding Awards (including, without limitation, any applicable performance targets or criteria withrespect thereto); and (c) the grant or exercise price per share for any issued and outstanding Awards under the Plan.

 

**9.2            ****CorporateTransactions**. Except as may otherwise be provided in any Notice of Grant or any other written agreement entered into by and betweenthe Company and a Participant, if the Committee anticipates the occurrence, or upon the occurrence, of a Corporate Transaction, the Committeemay, in its sole discretion, provide for (i) any and all Awards outstanding hereunder to terminate at a specific time in the futureand shall give each Participant the right to exercise the vested portion of such Awards during a period of time as the Committee may determine,or (ii) the purchase of any Award for an amount of cash, as determined by the Committee in good faith, which may equal to the amountthat could have been attained upon the exercise of such Award (and, for the avoidance of doubt, if as of such date the Committee determinesin good faith that no amount would have been attained upon the exercise of such Award, then such Award may be terminated by the Companywithout payment), or (iii) the replacement of such Award with other rights or property selected by the Committee in its sole discretionor the assumption of or substitution of such Award by the successor or surviving corporation, or a Parent or Subsidiary thereof, withappropriate adjustments as to the number and kind of Shares and prices, which will preserve the rights under the affected Awards previouslygranted hereunder, or (iv) payment of Award in cash based on the value of Shares on the date of the Corporate Transaction plus reasonableinterest on the Award through the date when such Award would otherwise be vested or have been paid in accordance with its original terms,if necessary to comply with Section 409A of the Code.

 

**9.3            ****OutstandingAwards – Other Changes**. In the event of any other change in the capitalization of the Company or corporate change other thanthose specifically referred to in this **Article 9**, the Committee may, in its absolute discretion, make such adjustments inthe number and class of shares subject to Awards issued and outstanding on the date on which such change occurs and in the per share grantor exercise price of each Award as the Committee may consider appropriate to prevent dilution or enlargement of rights.

 

**9.4            ****NoOther Rights**. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or consolidationof Shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution,liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant toaction of the Committee under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of anyclass, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or thegrant or exercise price of any Award.

 

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**ARTICLE 10**

 

**ADMINISTRATION**

 

**10.1         ****Committee**.The Plan shall be administered by a committee of one or more members of the Board to whom the Board shall delegate the authority to grantor amend Awards to Participants other than any of the Committee members.

 

**10.2          ****Actionby the Committee**. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnishedto it by any officer or other employee of the Company or any Parent, Subsidiary or Related Entity of the Company, the Company’sindependent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assistin the administration of the Plan.

 

**10.3         ****Authorityof the Committee**. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and discretionto:

 

**(a)**            designate Participants to receive Awards;

 

**(b)**            determine the type or types of Awards to be granted to each Participant;

 

**(c)            **determinethe number of Awards to be granted and the number of Shares to which an Award will relate;

 

**(d)            **determinethe terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, orpurchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on theexercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on anAward, based in each case on such considerations as the Committee in its sole discretion determines;

 

**(e)            **determinewhether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paidin, cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

 

**(f)           **prescribe the form of each Notice of Grant, which need not be identical for each Participant;

 

**(g)**           decide all other matters that must be determined in connectionwith an Award;

 

**(h)            **correctany defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deemdesirable to carry the Plan into effect;

 

**(i)            **establish,adopt, waive, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

 

**(j)           **interpret the terms of, and any matter arising pursuant to, the Plan or any Notice of Grant;

 

**(k)**           reduce the exercise price per Share underlying an Option; and

 

**(l)            **makeall other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administerthe Plan.

 

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**10.4          ****DecisionsBinding**. The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Notice of Grant and all decisionsand determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties, including but not limitedto the Company, its shareholders, Participants and any beneficiaries thereof.

 

**ARTICLE 11**

 

**EFFECTIVE AND EXPIRATION DATE**

 

**11.1          ****EffectiveDate**. The Plan is effective on the Acquisition Merger Effective Time as defined in the A&R Merger Agreement (the “**EffectiveDate**”).

 

**11.2          ****ExpirationDate**. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date,unless otherwise determined by the Committee. Any Awards that are outstanding on the tenth anniversary of the Effective Date shall remainin force according to the terms of the Plan and the applicable Notice of Grant.

 

**ARTICLE 12**

 

**AMENDMENT, MODIFICATION, AND TERMINATION**

 

**12.1          ****Amendment,Modification, And Termination**. With the approval of the Board, at any time and from time to time, the Committee may, terminate, amend,modify, alter, suspend or discontinue the Plan or any portion thereof.

 

**12.2          ****AwardsPreviously Granted**. Except with respect to amendments made pursuant to **Section 12.1**, no termination, amendment, or modificationof the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consentof the Participant, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause thePlan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.

 

**ARTICLE 13**

** **

**GENERAL PROVISIONS**

 

**13.1          ****NoRights to Awards**. No Participant, Employee, Director, Consultant or other Person shall have any claim to be granted any Award pursuantto the Plan, and neither the Company nor the Committee is obligated to treat Participants, Employees, Directors, Consultants and otherPersons uniformly. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect theretoneed not be the same with respect to each Participant (whether or not such Participant is similarly situated).

 

**13.2          ****NoShareholders Rights**. No Award gives the Participant any of the rights of a Shareholder of the Company unless and until Shares arein fact issued to such Person in connection with such Award.

 

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**13.3          ****Taxes**.No Shares shall be delivered under the Plan to any Participant until such Participant has made arrangements acceptable to the Committeefor the satisfaction of any income and employment tax withholding obligations under Applicable Laws. The Company or any Subsidiary shallhave the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfyall applicable taxes (including the Participant’s payroll tax obligations) required or permitted by Applicable Laws to be withheldwith respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion andin satisfaction of the foregoing requirement allow a Participant to elect to have the Company withhold Shares otherwise issuable underan Award (or allow the return of Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any otherprovision of the Plan, the number of Shares which may be withheld with respect to the issuance, vesting, exercise or payment of any Award(or which may be repurchased from the Participant of such Award after such Shares were acquired by the Participant from the Company)in order to satisfy any income and payroll tax liabilities applicable to the Participant with respect to the issuance, vesting, exerciseor payment of the Award shall, unless specifically approved by the Committee, be limited to the number of Shares which have a Fair MarketValue on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum statutory withholdingrates for the applicable in come and payroll tax purposes that are applicable to such supplemental taxable income.

 

**13.4          ****NoRight to Employment or Services**. Nothing in the Plan or any Notice of Grant shall interfere with or limit in any way the right ofthe Service Recipient to terminate any Participant’s employment or services at any time, nor confer upon any Participant any rightto continue in the employment or services of any Service Recipient.

 

**13.5          ****UnfundedStatus of Awards**. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any paymentsnot yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Notice of Grant shall give the Participant anyrights that are greater than those of a general creditor of the Company or any Subsidiary.

 

**13.6          ****Indemnification**.To the extent allowable pursuant to Applicable Laws, each member of the Committee or of the Board shall be indemnified and held harmlessby the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with orresulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reasonof any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgmentin such action, suit, or proceeding against him or her; *provided*he or she gives the Company an opportunity, at its own expense,to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnificationshall not be exclusive of any other rights of indemnification to which such Persons may be entitled pursuant to the Company’s Memorandumof Association and Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify themor hold them harmless.

 

**13.7          ****Relationshipto other Benefits**. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension,retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extentotherwise expressly provided in writing in such other plan or an agreement thereunder.

 

**13.8          ****Expenses**.The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

 

**13.9          ****Titlesand Headings**. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of anyconflict, the text of the Plan, rather than such titles or headings, shall control.

 

**13.10       ****FractionalShares**. No fractional Shares shall be issued and the Committee may determine, in its discretion, whether cash shall be given in lieuof fractional Shares or whether such fractional Shares shall be eliminated by rounding up or down as appropriate.

 

**13.11       ****LimitationsApplicable to Section 16 Persons**. Notwithstanding any other provision of the Plan, the Plan, and any Award granted or awardedto any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additionallimitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by the Applicable Laws,the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptiverule.

 

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**13.12        ****Governmentand Other Regulations**. The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all ApplicableLaws, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of theShares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paidpursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws,the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption.

 

**13.13       ****GoverningLaw**. The Plan and all Notice of Grant shall be construed in accordance with and governed by the laws of the Cayman Islands.

 

**13.14       ****Section 409A**.To the extent that the Committee determines that any Award granted under the Plan is or may become subject to Section 409A of theCode, the Notice of Grant evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code.To the extent applicable, the Plan and the Notice of Grant shall be interpreted in accordance with Section 409A of the Code andthe U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation anysuch regulation or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary,in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Codeand related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date),the Committee may adopt such amendments to the Plan and the applicable Notice of Grant or adopt other policies and procedures (includingamendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessaryor appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefitsprovided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Departmentof Treasury guidance.

 

**13.15       ****Appendices**.The Committee may approve such supplements, amendments, or appendices to the Plan as it may consider necessary or appropriate for purposesof compliance with Applicable Laws or otherwise and such supplements, amendments or appendices shall be considered a part of the Plan;provided, however, that no such supplements shall increase the Share Limit contained in **Section 3.1**of the Plan without theapproval of the Board.

 

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