Exhibit
4.10



CRITICAL
METALS CORP.
2024 EMPLOYEE STOCK PURCHASE PLAN



ARTICLE 1
PURPOSE



The
Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a share ownership interest in
the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company
and its Subsidiaries.



The
Plan consists of two components: the Section 423 Component and the Non-Section 423 Component. The Section 423 Component
is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered,
interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes
the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee
stock purchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be
granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator
and designed to achieve tax, securities laws or other objectives for Eligible Employees and the Designated Subsidiaries in locations
outside of the United States. Except as otherwise provided herein, the Non-Section 423 Component will operate and be administered
in the same manner as the Section 423 Component. Offerings intended to be made under the Section 423 Component that fail to
meet the qualification requirements of Section 423 of the Code shall be deemed to be made under the Non-Section 423 Component,
and Offerings intended to be made under the Non-Section 423 Component will be designated as such by the Administrator at or prior
to the time of such Offering.



For
purposes of this Plan, the Administrator may designate separate Offerings under the Plan, the terms of which need not be identical, in
which Eligible Employees will participate, even if the dates of the applicable Offering Period(s) in each such Offering are identical,
provided that the terms of participation are the same within each separate Offering under the Section 423 Component as determined
under Section 423 of the Code. Solely by way of example and without limiting the foregoing, the Company could, but shall not be
required to, provide for simultaneous Offerings under the Section 423 Component and the Non-Section 423 Component of the Plan.



ARTICLE 2
DEFINITIONS



As
used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:



2.1 “Administrator”
means the Committee, or such individuals to which authority to administer the Plan has been delegated under Section 7.1 hereof.



2.2 “Agent”
means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized
to act as the agent of the Company or an Employee with regard to the Plan.



2.3 “Board”
means the Board of Directors of the Company.



2.4 “BVI
Statute” shall mean the BVI Business Companies Act (As Revised) of the British Virgin Islands.



2.5 “Business
Combination Agreement” means that certain Agreement and Plan of Merger, by and among European Lithium Limited, European
Lithium AT (Investments) Limited, the Company, Project Wolf Merger Sub Inc., and Sizzle Acquisition Corp., dated as of October 24, 2022
as amended from time to time.



2.6 “Code”
means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative
authority issued thereunder.



2.7 “Committee”
means the Compensation Committee of the Board or other similar committee, and if no such committee exists, then the Board shall be the
Committee.













2.8 “Common
Shares” means the Company’s ordinary shares, par value $0.001 per share (and any stock or shares or other securities
into which such ordinary shares may be converted or into which they may be exchanged).



2.9 “Company”
means Critical Metals Corp., a BVI business company incorporated in the British Virgin Islands, or any successor.



2.10 “Compensation”
of an Employee means, unless otherwise determined by the Administrator, the regular earnings or base salary, bonuses and commissions
paid to the Employee from the Company on each Payday as compensation for services to the Company or any Designated Subsidiary, before
deduction for any salary deferral contributions made by the Employee to any tax-qualified or nonqualified deferred compensation plan,
including overtime, shift differentials, vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave
pay, paid time off, military pay, prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed
income arising under any group insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross
ups and taxable mileage allowance, income received in connection with any stock options, restricted stock, restricted stock units or
other compensatory equity awards and all contributions made by the Company or any Designated Subsidiary for the Employee’s benefit
under any employee benefit plan now or hereafter established. Such Compensation shall be calculated before deduction of any income or
employment tax withholdings, but shall be withheld from the Employee’s net income.



2.11 “Delivery”
or the term “delivery” and any derivations of the same, when used in this Plan in connection with Common Shares
includes the issuance of Common Shares pursuant to this Plan or the transfer of Common Shares pursuant to this Plan.



2.12 “Designated
Subsidiary” means each Subsidiary, including any Subsidiary in existence on the Effective Date and any Subsidiary formed
or acquired following the Effective Date, that has been designated by the Board or Committee from time to time in its sole discretion
as eligible to participate in the Plan, in accordance with Section 7.2 hereof, such designation to specify whether such participation
is in the Section 423 Component or Non-Section 423 Component. A Designated Subsidiary may participate in either the Section 423
Component or Non-Section 423 Component, but not both; provided that a Subsidiary that, for U.S. tax purposes, is disregarded from
the Company or any Subsidiary that participates in the Section 423 Component shall automatically constitute a Designated Subsidiary
that participates in the Section 423 Component. The designation by the Administrator of Designated Subsidiaries and changes in such
designations by the Administrator shall not require shareholder approval.



2.13 “Effective
Date” means the date on which the transactions contemplated by the Business Combination Agreement are consummated, provided that
the Board has adopted the Plan prior to or on such date, subject to approval of the Plan by the Company’s shareholders.



2.14 “Eligible
Employee” means an Employee:



(a) who
is customarily scheduled to work at least 20 hours per week;



(b) whose
customary employment is more than five months in a calendar year; and



(c) who,
after the granting of the Option, would not be deemed for purposes of Section 423(b) (3) of the Code to possess 5% or more of the
total combined voting power or value of all classes of shares or stock of the Company or any Subsidiary.



For
purposes of clause (c), the rules of Section 424(d) of the Code with regard to the attribution of share or stock ownership shall
apply in determining the share or stock ownership of an individual, and shares or stock which an Employee may purchase under outstanding
options shall be treated as shares or stock owned by the Employee.



Notwithstanding
the foregoing, the Administrator may exclude from participation in the Section 423 Component as an Eligible Employee:



(x) any
Employee that is a “highly compensated employee” of the Company or any Designated Subsidiary (within the meaning of Section 414(q)
of the Code), or that is such a “highly compensated employee” (A) with compensation above a specified level, (B) who
is an officer or (C) who is subject to the disclosure requirements of Section 16(a) of the Exchange Act; or





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(y) any
Employee who is a citizen or resident of a jurisdiction outside the United States (without regard to whether they are also a citizen
of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (A) the grant
of the Option is prohibited under the laws of the jurisdiction governing such Employee, or (B) compliance with the laws of the jurisdiction
outside the United States would cause the Section 423 Component, any Offering thereunder or an Option granted thereunder to violate
the requirements of Section 423 of the Code;



provided that
any exclusion in clauses (x) or (y) shall be applied in an identical manner under each Offering to all Employees of the Company and all
Designated Subsidiaries, in accordance with Treas. Reg. § 1.423-2(e). Notwithstanding the foregoing, with respect to the Non-Section 423
Component, the first sentence in this definition shall apply in determining who is an “Eligible Employee,” except (a) the
Administrator may limit eligibility further within the Company or a Designated Subsidiary so as to only designate some Employees of the
Company or a Designated Subsidiary as Eligible Employees, and (b) to the extent the restrictions in the first sentence in this definition
are not consistent with applicable local laws, the applicable local laws shall control.



2.15 “Employee”
means any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c)
of the Code. “Employee” shall not include any director of the Company or a Designated Subsidiary who does not render services
to the Company or a Designated Subsidiary in the status of an employee within the meaning of Section 3401(c) of the Code. For purposes
of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave
or other leave of absence approved by the Company or a Designated Subsidiary and meeting the requirements of Treas. Reg. § 1.421-1(h)(2).
Where the period of leave exceeds three months, or such other period specified in Treas. Reg. § 1.421-1(h)(2), and the individual’s
right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated
on the first day immediately following such three-month period, or such other period specified in Treas. Reg. § 1.421-1(h)(2).



2.16 “Enrollment
Date” means the first date of each Offering Period.



2.17 “Exercise
Date” means the last day of each Purchase Period, except as provided in Section 5.2 hereof.



2.18 “Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.



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



(a) If
Common Shares are (i) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (ii)
listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall
be the closing sales price for a share of Common Shares as quoted on such exchange or system for such date or, if there is no closing
sales price for a share of Common Shares on the date in question, the closing sales price for a share of Common Shares on the last preceding
date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;



(b) If
the Common Shares is not listed on an established securities exchange, national market system or automated quotation system, but the
Common Shares is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low
asked prices for such date or, if there are no high bid and low asked prices for a share of Common Shares on such date, the high bid
and low asked prices for a share of Common Shares on the last preceding date for which such information exists, as reported in The
Wall Street Journal or such other source as the Administrator deems reliable; or



(c) If
the Common Shares is neither listed on an established securities exchange, national market system or automated quotation system nor regularly
quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.



2.20 “Grant
Date” means the first day of an Offering Period.



2.21 “New
Exercise Date” has the meaning set forth in Section 5.2(b) hereof.





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2.22 “Non-Section 423
Component” means those Offerings under the Plan, together with the sub-plans, appendices, rules or procedures, if any,
adopted by the Administrator as a part of this Plan, in each case, pursuant to which Options may be granted to non-U.S. Eligible Employees
that need not satisfy the requirements for Options granted pursuant to an “employee stock purchase plan” that are set forth
under Section 423 of the Code.



2.23 “Offering”
means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section 4 hereof.
Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Subsidiary shall
be deemed a separate Offering, even if the dates and other terms of the applicable Purchase Periods of each such Offering are identical
and the provisions of the Plan will separately apply to each Offering. To the extent permitted by Treas. Reg. § 1.423-2(1), the
terms of each separate Offering under the Section 423 Component need not be identical, provided that the terms of the Section 423
Component and an Offering thereunder together satisfy Treas. Reg. § 1.423-2(2) and (a)(3).



2.24 “Offering
Period” means such period of time commencing on such dates as determined by the Board or Committee, in its discretion,
and with respect to which Options shall be granted to Participants. The duration and timing of Offering Periods may be established or
changed by the Board or Committee at any time, in its sole discretion. Notwithstanding the foregoing, in no event may an Offering Period
exceed 27 months.



2.25 “Option”
means the right to purchase shares of Common Shares pursuant to the Plan during each Offering Period.



2.26 “Option
Price” means the purchase price of a share of Common Shares hereunder as provided in Section 4.2 hereof.



2.27 “Parent”
means any entity that is a parent corporation of the Company within the meaning of Section 424 of the Code.



2.28 “Participant”
means any Eligible Employee who elects to participate in the Plan.



2.29 “Payday”
means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary.



2.30 “Plan”
means this Critical Metals Corp. 2024 Employee Stock Purchase Plan, including both the Section 423 Component and Non-Section 423
Component and any other sub-plans or appendices hereto, as amended from time to time.



2.31 “Plan
Account” means a bookkeeping account established and maintained by the Company in the name of each Participant.



2.32 “Purchase
Period” means such period of time commencing on such dates as determined by the Board or Committee, in its discretion,
within each Offering Period. The first Purchase Period of each Offering Period shall commence on the Grant Date and end with the next
Exercise Date. The duration and timing of Purchase Periods may be established or changed by the Board or Committee at any time, in its
sole discretion. Notwithstanding the foregoing, in no event may a Purchase Period exceed the duration of the Offering Period under which
it is established.



2.33 “Register
of Members” means the register of members of the Company maintained in accordance with the BVI Statute.



2.34 “Section 409A”
means Section 409A of the Code, as amended, and all regulations, guidance and other interpretative authority issued thereunder.



2.35 “Section 423
Component” means those Offerings under the Plan that are intended to meet the requirements under Section 423(b) of
the Code.



2.36 “Securities
Act” means the U.S. Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section
of the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section, and any
amendments or successor provisions to such section, rules, regulations or guidance.





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2.37 “Subsidiary”
means any entity that is a subsidiary corporation of the Company within the meaning of Section 424 of the Code. In addition, with
respect to the Non-Section 423 Component, Subsidiary shall include any corporate or non-corporate entity in which the Company has
a direct or indirect equity interest or significant business relationship and is a subsidiary or parent of the Company for purposes of
a Form S-8 Registration Statement under the Securities Act.



2.38 “Treas.
Reg.” means U.S. Department of the Treasury regulations.



2.39 “Withdrawal
Election” has the meaning set forth in Section 6.1(a) hereof.



ARTICLE 3
PARTICIPATION



3.1 Eligibility.



(a) Any
Eligible Employee who is employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall be
eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, for the
Section 423 Component, the limitations imposed by Section 423(b) of the Code.



(b) No
Eligible Employee shall be granted an Option under the Section 423 Component which permits the Participant’s rights to purchase
shares of Common Shares under the Plan, and to purchase stock under all other employee stock or share purchase plans of the Company,
any Parent or any Subsidiary subject to Section 423 of the Code, to accrue at a rate which exceeds $25,000 of fair market value
of such stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at any time.
The limitation under this Section 3.1(b) shall be applied in accordance with Section 423(b)(8) of the Code.



3.2 Election
to Participate; Payroll Deductions



(a) Except
as provided in Sections 3.2(e) and 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of payroll deduction.
Each individual who is an Eligible Employee as of an Offering Period’s Enrollment Date may elect to participate in such Offering
Period and the Plan by delivering to the Company a payroll deduction authorization no later than the period of time prior to the applicable
Enrollment Date that is determined by the Administrator, in its sole discretion.



(b) Subject
to Section 3.1(b) hereof and except as may otherwise be determined by the Administrator, payroll deductions (i) shall equal at least
1% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date, but not more than
15% of the Participant’s Compensation as of each Payday of the Offering Period following the Enrollment Date; and (ii) may be expressed
either as (A) a whole number percentage, or (B) a fixed dollar amount. Amounts deducted from a Participant’s Compensation with
respect to an Offering Period pursuant to this Section 3.2 shall be deducted each Payday through payroll deduction and credited
to the Participant’s Plan Account; provided that for the first Offering Period, payroll deductions shall not begin until such date
determined by the Board or Committee, in its sole discretion.



(c) Following
at least one payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participant’s Compensation
only once during an Offering Period upon ten calendar days’ prior written notice to the Company. A Participant may not increase
the amount deducted from such Participant’s Compensation during an Offering Period. Notwithstanding the foregoing, the Administrator
may alter the limitations in this subsection for a particular Offering Period in the writing designating the terms and conditions for
the Offering.



(d) Upon
the completion of an Offering Period, each Participant in such Offering Period shall automatically participate in the immediately following
Offering Period at the same payroll deduction percentage or fixed amount as in effect at the termination of such Offering Period, unless
such Participant delivers to the Company a different election with respect to the successive Offering Period in accordance with Section 3.2(a)
hereof, or unless such Participant becomes ineligible for participation in the Plan.



(e) Notwithstanding
any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions
is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participant’s
account under the Plan in a form acceptable to the Administrator in lieu of or in addition to payroll deductions; provided, however,
that, for any Offering under the Section 423 Component, the Administrator must determine that any alternative method of contribution
is applied on an equal and uniform basis to all Eligible Employees in the Offering.





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3.3 Leave
of Absence. During leaves of absence approved by the Company meeting the requirements of Treas. Reg. § 1.421-1(h)(2), a Participant
may continue participation in the Plan by making cash payments to the Company on the Participant’s normal payday equal to the Participant’s
authorized payroll deduction.



ARTICLE 4
PURCHASE OF SHARES



4.1 Grant
of Option. The Company may make one or more Offerings under the Plan, which may be successive or overlapping with one another, until
the earlier of: (i) the date on which the shares of Common Shares available under the Plan have been sold or (ii) the date on which the
Plan is suspended or terminates. The Administrator shall designate the terms and conditions of each Offering in writing, including without
limitation, the Offering Period and the Purchase Periods. Each Participant shall be granted an Option with respect to an Offering Period
on the applicable Grant Date. Subject to the limitations of Section 3.1(b) hereof, the number of shares of Common Shares subject
to a Participant’s Option shall be determined by dividing (a) such Participant’s payroll deductions accumulated prior to
an Exercise Date and retained in the Participant’s Plan Account on such Exercise Date by (b) the applicable Option Price; provided that
in no event shall a Participant be permitted to purchase during each Offering Period more than 100,000 shares of Common Shares (subject
to any adjustment pursuant to Section 5.2 hereof and which, for the Section 423 Component, shall be subject to the limitations
described in Section 3.1(b)). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion,
the maximum number of shares of Common Shares that a Participant may purchase during such future Offering Periods. Each Option shall
expire on the last Exercise Date for the applicable Offering Period immediately after the automatic exercise of the Option in accordance
with Section 4.3 hereof, unless such Option terminates earlier in accordance with Article 6 hereof.



4.2 Option
Price. The “Option Price” per share of Common Shares to be paid by a Participant upon exercise of the Participant’s
Option on an Exercise Date for an Offering Period shall equal 85% of the lesser of the Fair Market Value of a share of Common Shares
on (a) the applicable Grant Date and (b) the applicable Exercise Date, or such other price designated by the Administrator; provided that
in no event shall the Option Price per share of Common Shares be less than the par value per share of the Common Shares; provided further,
that no Option Price shall be designated by the Administrator that would cause the Section 423 Component to fail to meet the requirements
under Section 423(b) of the Code.



4.3 Purchase
of Shares.



(a) On
each Exercise Date for an Offering Period, each Participant shall automatically and without any action on such Participant’s part
be deemed to have exercised the Participant’s Option to purchase at the applicable per share Option Price the largest number of
whole shares of Common Shares which can be purchased with the amount in the Participant’s Plan Account. Any balance less than the
per share Option Price that is remaining in the Participant’s Plan Account (after exercise of such Participant’s Option)
as of the Exercise Date shall be carried forward to the next Purchase Period or Offering Period, unless the Participant has elected to
withdraw from the Plan pursuant to Section 6.1 hereof or, pursuant to Section 6.2 hereof, such Participant has ceased to be
an Eligible Employee. Any balance not carried forward to the next Purchase Period or Offering Period in accordance with the prior sentence
shall be promptly refunded to the applicable Participant. In no event shall an amount greater than or equal to the per share Option Price
as of an Exercise Date be carried forward to the next Purchase Period or Offering Period.



(b) As
soon as practicable following each Exercise Date, the number of shares of Common Shares purchased by such Participant pursuant to Section 4.3(a)
hereof shall be delivered with or without the issuance of a share certificate to either (i) the Participant or (ii) an account established
in the Participant’s name at a stock brokerage or other financial services firm designated by the Company. If the Company is required
to obtain from any commission or agency authority to issue any such shares of Common Shares, the Company shall seek to obtain such authority.
Inability of the Company to obtain from any such commission or agency authority which counsel for the Company deems necessary for the
lawful issuance of any such shares shall relieve the Company from liability to any Participant except to refund to the Participant such
Participant’s Plan Account balance, without interest thereon.





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4.4 Automatic
Termination of Offering Period. If the Fair Market Value of a share of Common Shares on any Exercise Date (except the final scheduled
Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Shares on the Grant Date for an Offering
Period, then such Offering Period shall terminate on such Exercise Date after the automatic exercise of the Option in accordance with
Section 4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences immediately following
such Exercise Date and such Participant’s payroll deduction authorization shall remain in effect for such Offering Period.



4.5 Transferability
of Rights. An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent and distribution,
and is exercisable during the Participant’s lifetime only by the Participant. No option or interest or right to the Option shall
be available to pay off any debts, contracts or engagements of the Participant or the Participant’s successors in interest or shall
be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempt at disposition of the Option shall have no effect.



ARTICLE 5
PROVISIONS RELATING TO COMMON STOCK



5.1 Common
Shares Reserved. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Shares that
shall be made available for sale under the Plan shall be the sum of (a) 1,814,297 shares of Common Shares and (b)
an annual increase on the first day of each calendar year beginning in 2025 and ending in 2034 equal to the lesser of (i) 2%
of the shares of Common Shares outstanding on the last day of the immediately preceding calendar year and (ii) such lower number of shares
of Common Shares as may be determined by the Board; provided, however, that no more than 18,142,277 shares may be issued under the Plan.
Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares that are Common Shares, or reacquired
shares of Common Shares reserved for issuance under the Plan. All or any portion of such maximum number of shares may issued under the
Section 423 Component.



5.2 Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.



(a) Changes
in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Shares which
have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the number of shares
of Common Shares covered by each Option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase
or decrease in the number of issued shares of Common Shares resulting from the issue of bonus shares, a division of shares, a consolidation
of shares, a share dividend, or reclassification of the Common Shares, or any other increase or decrease in the number of shares of Common
Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made
by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares of Common Shares subject to an Option.



(b) Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then in progress shall
be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall
be before the date of the Company’s proposed dissolution or liquidation. The Administrator shall notify each Participant in writing
prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise Date and
that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant
has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible Employee
as provided in Section 6.2 hereof.





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(c) Merger
or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company
with or into another company or corporation, unless each outstanding Option shall be assumed or an equivalent Option substituted by the
successor company or corporation or a Parent or Subsidiary of the successor company or corporation, any Offering Periods then in progress
shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the New Exercise Date. The New
Exercise Date shall be before the date of the Company’s proposed sale or merger. The Administrator shall notify each Participant
in writing prior to the New Exercise Date, that the Exercise Date for the Participant’s Option has been changed to the New Exercise
Date and that the Participant’s Option shall be exercised automatically on the New Exercise Date, unless prior to such date the
Participant has withdrawn from the Offering Period as provided in Section 6.1 hereof or the Participant has ceased to be an Eligible
Employee as provided in Section 6.2 hereof.



5.3 Insufficient
Shares. If the Administrator determines that, on a given Exercise Date, the number of shares of Common Shares with respect to which
Options are to be exercised may exceed the number of shares of Common Shares remaining available for sale under the Plan on such Exercise
Date, the Administrator shall make a pro rata allocation of the shares of Common Shares available for issuance on such Exercise Date
in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants
exercising Options to purchase Common Shares on such Exercise Date, and unless additional shares are authorized for issuance under the
Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section 7.5 hereof. If an Offering Period
is so terminated, then the balance of the amount credited to the Participant’s Plan Account which has not been applied to the purchase
of shares of Common Shares shall be paid to such Participant in one lump sum in cash within 30 days after such Exercise Date, without
any interest thereon.



5.4 Rights
as Shareholders. With respect to shares of Common Shares subject to an Option, a Participant shall not be deemed to be a shareholder
of the Company and shall not have any of the rights or privileges of a shareholder. A Participant shall have the rights and privileges
of a shareholder of the Company when, but not until, shares of Common Shares have been recorded as held by such Participant (or such
nominee or broker as may be permitted under the terms of this Plan) in the Register of Members following exercise of the Participant’s
Option.



ARTICLE 6
TERMINATION OF PARTICIPATION



6.1 Cessation
of Contributions; Voluntary Withdrawal.



A
Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice of
such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established
by the Administrator (a “Withdrawal Election”). A Participant electing to withdraw from the Plan may elect to either
(i) withdraw all of the funds then credited to the Participant’s Plan Account as of the date on which the Withdrawal Election is
received by the Company, in which case amounts credited to such Plan Account shall be returned to the Participant in one lump-sum payment
in cash within 30 days after such election is received by the Company, without any interest thereon, and the Participant shall cease
to participate in the Plan and the Participant’s Option for such Offering Period shall terminate; or (ii) exercise the Option for
the maximum number of whole shares of Common Shares on the applicable Exercise Date with any remaining Plan Account balance returned
to the Participant in one lump-sum payment in cash within 30 days after such Exercise Date, without any interest thereon, and after such
exercise cease to participate in the Plan. Upon receipt of a Withdrawal Election, the Participant’s payroll deduction authorization
and the Participant’s Option shall terminate.



(a) A
Participant’s withdrawal from the Plan shall not have any effect upon the Participant’s eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of
the Offering Period from which the Participant withdraws.



(b) A
Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the Plan
during that Offering Period.





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6.2 Termination
of Eligibility. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, such Participant’s Option for
the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from the Plan,
and such Participant’s Plan Account shall be paid to such Participant or, in the case of the Participant’s death, to the
person or persons entitled thereto pursuant to applicable law, within 30 days after such cessation of being an Eligible Employee, without
any interest thereon. If a Participant transfers employment from the Company or any Designated Subsidiary participating in the Section 423
Component to any Designated Subsidiary participating in the Non-Section 423 Component, such transfer shall not be treated as a termination
of employment, but the Participant shall immediately cease to participate in the Section 423 Component; however, any contributions
made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section 423 Component, and such Participant
shall immediately join the then-current Offering under the Non-Section 423 Component upon the same terms and conditions in effect
for the Participant’s participation in the Section 423 Component, except for such modifications otherwise applicable for Participants
in such Offering. A Participant who transfers employment from any Designated Subsidiary participating in the Non-Section 423 Component
to the Company or any Designated Subsidiary participating in the Section 423 Component shall not be treated as terminating the Participant’s
employment and shall remain a Participant in the Non-Section 423 Component until the earlier of the end of the current Offering
Period under the Non-Section 423 Component, or (ii) the Enrollment Date of the first Offering Period in which the Participant is
eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern
transfers of employment between companies participating in the Section 423 Component and the Non-Section 423 Component, consistent
with the applicable requirements of Section 423 of the Code.



ARTICLE 7
GENERAL PROVISIONS



7.1 Administration.



(a) The
Plan shall be administered by the Committee. To the extent permitted by the BVI Statute and the memorandum and articles of association
of the Company the Committee may delegate administrative tasks under the Plan to the services of an Agent or Employees to assist in the
administration of the Plan, including establishing and maintaining an individual securities account under the Plan for each Participant.



(b) It
shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the Plan.
The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan:



(i) To
establish and terminate Offerings;



(ii) To
determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical);



(iii) To
select Designated Subsidiaries in accordance with Section 7.2 hereof;



(iv) To
impose a mandatory holding period pursuant to which Participants may not dispose of or transfer shares of Common Shares purchased under
the Plan for a period of time determined by the Administrator in its discretion; and



(v) To
construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Administrator,
in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a manner
and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section 423 of the Code for the Section 423
Component.



(c) The
Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements
of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt
rules and procedures regarding handling of participation elections, payroll deductions, payment of interest, conversion of local currency,
payroll tax, withholding procedures and handling of share certificates which vary with local requirements. In its absolute discretion,
the Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan.



(d) The
Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to be
outside the scope of Section 423 of the Code. The rules of such sub-plans may take precedence over other provisions of this Plan,
with the exception of Section 5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this
Plan shall govern the operation of such sub-plan.





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(e) All
expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company.
The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers or other persons.
The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any
such persons. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and
binding upon all Participants, the Company and all other interested persons. To the extent permitted by the BVI Statute and the memorandum
and articles of association of the Company no member of the Board or Administrator shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or the options, and all members of the Board or Administrator shall be
fully protected by the Company in respect to any such action, determination, or interpretation.



7.2 Designation
of Subsidiary Corporations. The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute Designated
Subsidiaries, and determine whether such Designated Subsidiaries shall participate in the Section 423 Component or Non-Section 423
Component. The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, without the approval
of the shareholders of the Company.



7.3 Reports.
Individual accounts shall be maintained for each Participant in the Plan. Statements of Plan Accounts shall be given to Participants
at least annually, which statements shall set forth the amounts of payroll deductions, the Option Price, the number of shares purchased
and the remaining cash balance, if any.



7.4 No
Right to Employment. Nothing in the Plan shall be construed to give any person (including any Participant) the right to remain in
the employ of the Company, a Parent or a Subsidiary or to affect the right of the Company, any Parent or any Subsidiary to terminate
the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved.



7.5 Amendment
and Termination of the Plan.



(a) The
Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. To the extent necessary to
comply with Section 423 of the Code (or any successor rule or provision), with respect to the Section 423 Component, or any
other applicable law, regulation or stock exchange rule, the Company shall obtain shareholder approval of any such amendment to the Plan
in such a manner and to such a degree as required by Section 423 of the Code or such other law, regulation or rule.



(b) If
the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the
Administrator may in its discretion modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited
to:



(i) altering
the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option Price;



(ii) shortening
any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the
Administrator action; and



(iii) allocating
shares of Common Shares.



Such
modifications or amendments shall not require shareholder approval or the consent of any Participant.



(c) Upon
termination of the Plan, the balance in each Participant’s Plan Account shall be refunded as soon as practicable after such termination,
without any interest thereon.



7.6 Use
of Funds; No Interest Paid. All funds received by the Company by reason of purchase of shares of Common Shares under the Plan shall
be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate purpose. No
interest shall be paid to any Participant or credited under the Plan.





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7.7 Term;
Approval by Shareholders. No Option may be granted during any period of suspension of the Plan or after termination of the Plan.
The Plan shall be submitted for the approval of the Company’s shareholders within 12 months after the date of the Board’s
initial adoption of the Plan. Options may be granted prior to such shareholder approval; provided, however, that such Options
shall not be exercisable prior to the time when the Plan is approved by the shareholders; provided, further that if
such approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall thereupon
terminate and be cancelled and become null and void without being exercised.



7.8 Effect
Upon Other Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company,
any Parent or any Subsidiary. Nothing in the Plan shall be construed to limit the right of the Company, any Parent or any Subsidiary
(a) to establish any other forms of incentives or compensation for Employees of the Company or any Parent or any Subsidiary, or (b) to
grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, but not by way of limitation,
the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, shares, stock or assets of any corporation, firm or association.



7.9 Conformity
to Securities Laws. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual
who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable
exemption rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements
for the application of such exemptive rule. To the extent permitted by applicable law, the Plan shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.



7.10 Notice
of Disposition of Shares. Each Participant shall give the Company prompt notice of any disposition or other transfer of any shares
of Common Shares, acquired pursuant to the exercise of an Option granted under the Section 423 Component, if such disposition or
transfer is made (a) within two years after the applicable Grant Date or (b) within one year after the transfer of such shares of Common
Shares to such Participant upon exercise of such Option. The Company may direct that any certificates evidencing shares acquired pursuant
to the Plan refer to such requirement.



7.11 Tax
Withholding. The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other compensation
payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to any purchase of shares
of Common Shares under the Plan or any sale of such shares.



7.12 Governing
Law. The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the British
Virgin Islands, without regard to the conflict of law rules thereof or of any other jurisdiction.



7.13 Notices.
All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt
thereof.



7.14 Conditions
To Issuance of Shares.



(a) Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any entries in its Register
of Members or otherwise evidencing shares of Common Shares pursuant to the exercise of an Option by a Participant, unless and until the
Board or the Committee has determined, with advice of counsel, that the issuance of such shares of Common Shares is in compliance with
all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated
quotation system on which the shares of Common Shares are listed or traded, and the shares of Common Shares are covered by an effective
registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board
or the Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Committee,
in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.





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(b) All
certificates for shares of Common Shares delivered pursuant to the Plan and all shares of Common Shares delivered pursuant to entries
in the Register of Members are subject to any restrictions on the transfer of such Common Shares (including stop-transfer orders and
other restrictions) as the Committee deems necessary or advisable to comply with Untied States federal or state securities laws, rules
and regulations or other non-United States securities laws, rules and regulations and the rules of any securities exchange or automated
quotation system on which the shares of Common Shares are listed, quoted, or traded. The Committee may, in its sole discretion, require
a Participant as a condition to the grant of any Options and/or the issue of any Common Shares pursuant to this Plan to enter into such
form of covenants, agreements, and representations in relation to such restrictions on the transfer of such Common Shares as the Committee
deems fit. The Committee may also place legends on any certificate or in the Register of Members to reference restrictions applicable
to the shares of Common Shares.



(c) The
Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement,
distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Committee.



(d) Notwithstanding
any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or regulation,
the Company may elect not to deliver to any Participant certificates evidencing shares of Common Shares issued in connection with any
Option and solely record the issuance of shares of Common Shares in the Register of Members.



7.15 Equal
Rights and Privileges. All Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant to an Offering
under the Section 423 Component shall have equal rights and privileges under this Plan to the extent required under Section 423
of the Code so that the Section 423 Component qualifies as an “employee stock purchase plan” within the meaning of Section 423
of the Code. Any provision of the Section 423 Component that is inconsistent with Section 423 of the Code shall, without further
act or amendment by the Company or the Board, be reformed to comply with the equal rights and privileges requirement of Section 423
of the Code. Eligible Employees participating in the Non-Section 423 Component need not have the same rights and privileges as Eligible
Employees participating in the Section 423 Component.



7.16 Rules
Particular to Specific Countries. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect
to Participants who are tax residents of a particular non-U.S. country or who are non-U.S. nationals or employed in non-U.S. jurisdictions
may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to govern
Offerings under the Section 423 Component or the Non-Section 423 Component, as determined by the Administrator). To the extent
that the terms and conditions set forth in an appendix or sub-plan conflict with any provisions of the Plan, the provisions of the appendix
or sub-plan shall govern with the exception of Section 5.1 hereof. The adoption of any such appendix or sub-plan shall be pursuant
to Section 7.1 above. Without limiting the foregoing, the Administrator is specifically authorized to adopt rules and procedures,
with respect to Participants who are non-U.S. nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular
Subsidiaries from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions
or other contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding
procedures, establishment of bank or trust accounts to hold payroll deductions or contributions.



7.17 Section 409A.
The Section 423 Component of the Plan and the Options granted pursuant to Offerings thereunder are intended to be exempt from the
application of Section 409A. Neither the Non-Section 423 Component nor any Option granted pursuant to an Offering thereunder
is intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A. Notwithstanding
any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan may be or become subject
to Section 409A or that any provision of the Plan may cause an Option granted under the Plan to be or become subject to Section 409A,
the Administrator may adopt such amendments to the Plan and/or adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions as the Administrator determines are necessary or appropriate to avoid
the imposition of taxes under Section 409A, either through compliance with the requirements of Section 409A or with an available
exemption therefrom.





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