Exhibit 10.13


 


REGENCELL BIOSCIENCE HOLDINGS LIMITED


 


2021 SHARE OPTION PLAN


 


		1.	Purposes
of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to
Employees, Directors and Consultants and to promote the success of the Company’s business.


 


		2.	Definitions. The
following definitions shall apply as used herein and in the individual Option Agreements except as defined otherwise in an individual
Option Agreement. In the event a term is separately defined in an individual Option Agreement, such definition shall supersede the definition
contained in this Section.


 


		(a)	“Administrator”
means the Chairman of the Board and CEO of the Company  appointed to administer the Plan.


 


		(b)	“Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange
Act.


 


		(c)	“Applicable
Laws” means the legal requirements relating to the Plan and the Options under applicable provisions of the corporate and securities
laws of any jurisdiction, the Code, the rules of any applicable stock exchange or national market system, and the rules of any jurisdiction
applicable to Option granted to residents therein.


 


		(d)	“Appointment
Letter” refers to documentation that describes the terms and conditions in which each Employee, Director, or Consultant
is employed, appointed, or enlisted to service the Company and/or its subsidiaries and affiliated companies.


 


		(e)	“Articles” refers
to the Company’s Memorandum of Articles of Association.


 


		(f)	“Board”
means the Board of Directors of the Company.


 


		(g)	“Change
in Control” means a change in ownership or control of the Company effected through either of the following transactions:


 


		i.	the
direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored
employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company)
of beneficial ownership (within the meaning of Rule13d-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 pursuant to a tender or exchange offer made directly
to the Company’s shareholders, or


 


		ii.	a
change in the composition of the Board over a period of thirty-six (36) months or less such that a majority ofthe Board members (rounded
up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals
who are Continuing Directors.


 


		(h)	“Code”
means the Internal Revenue Code of 1986, as amended.



 


		(i)	“Committee”
means the Compensation Committee of the Board.


 


		(j)	“Company”
means Regencell Bioscience Holdings Limited, an exempt company incorporated in Cayman Islands.


 


		(k)	“Consultant”
means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as
a consultant) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related
Entity.


 






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		(l)	“Continuing
Directors” means members of the Board who either (i) have been Board members continuously for a period of at least thirty-six
(36) months or (ii) have been Board members for less than thirty-six (36) months and were elected or nominated for election as Board
members by at least a majority of the Board members described in clause (i) who were still in office at the time such election or nomination
was approved by the Board.


 


		(m)	“Continuous
Service” means that the provision of services to the Company or a Related Entity in any capacity of Employee, Director or Consultant
(collectively, “Service Provider”) is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective
termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing
services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as
an Employee, Director or Consultant can be effective under Applicable Laws. An Optionee’s Continuous Service shall be deemed to
have terminated either upon an actual termination of Continuous Service or upon the entity for which the Optionee provides services ceasing
to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii)
transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any
change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director
or Consultant (except as otherwise provided in the Option Agreement). An approved leave of absence shall include sick leave, military
leave, or any other authorized personal leave.


 


		(n)	“Corporate
Transaction” means any of the following transactions, provided, however, that the Administrator shall determine under parts
(iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive:


 


		i.	a
merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is
to change the jurisdiction in which the Company is incorporated;


 


		ii.	the
sale, transfer or other disposition of all or substantially all of the assets of the Company;


 


		iii.	the
complete liquidation or dissolution of the Company;


 


		iv.	any
reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed
by a reverse merger) in which the Company is the surviving entity but (A) the Ordinary Shares outstanding immediately prior to such merger
are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B)
in which securities possessing more than forty percent (40%) of the total combined voting power of the Company’s outstanding securities
are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial
transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction; or


 


		v.	acquisition
in a single or series of related transactions by any person or related group of persons (other than 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 related transactions that the Administrator determines shall not be a Corporate Transaction.


 


		(o)	“Director”
means a member of the Board or the board of directors of any Related Entity.


 


		(p)	“Disability”
means as defined under the long-term disability policy of the Company or the Related Entity to which the Optionee provides services regardless
of whether the Optionee is covered by such policy. If the Company or the Related Entity to which the Optionee provides service does not
have a long-term disability plan in place, “Disability” means that an Optionee is unable to carry out the responsibilities
and functions of the position held by the Optionee by reason of any medically determinable physical or mental impairment for a period
of not less than ninety (90) consecutive days. An Optionee will not be considered to have incurred a Disability unless he or she furnishes
proof of such impairment sufficient to satisfy the Administrator in its discretion.


 






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		(q)	“Effective
Date” means the date the Plan is adopted and approved by the shareholders of the Company, whether it be the first time
the Plan is approved, or each date the Plan is renewed pursuant to shareholder approval in subsequent terms.


 


		(r)	“Employee”
means any person who is in the employment of the Company or any Related Entity, subject to the control and direction of the Company or
any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a director’s fee
by the Company or a Related Entity shall not be sufficient to constitute “employment” by the Company.


 


		(s)	“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


		(t)	“Fair
Market Value” means, as of any date, the value of the subject Shares determined as follows:


 


	 	i.	If the Shares at issue are listed on one or more established stock exchanges or national market systems, including without limitation the American Stock Exchange or The Nasdaq Global 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 subject Shares are listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


	 	ii.	If the subject 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 on the date of determination, but if selling prices are not reported, the Fair Market Value of the subject Shares shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or


 


	 	iii.	In the absence of an established market for the subject Shares of the type described in (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith.


 


		(u)	“Listing”
refers to a successful initial public offering in the Company’s Ordinary Shares to be traded on a globally accredited stock exchange.


		 	 



		(v)	“Incentive
Share Option” means an Option that is to qualify as an Incentive Share Option as such term is defined in Section 422 of the
Code.


 


		(w)	“Officer”
means a person who is an officer of the Company or a Related Entity within the meaning of Section 16 of the Exchange Act and the rules
and regulations promulgated thereunder.


 


		(x)	“Option”
means an option to purchase Ordinary Shares pursuant to an Option Agreement granted under the Plan.


 


		(y)	“Option
Agreement” means the written agreement evidencing the grant of an Option executed by the Company and the Optionee, including
any amendments thereto.


 


		(z)	“Optionee”
means an Employee, Director or Consultant who receives an Option under the Plan.


 


		(aa)	“Ordinary
Share(s)” means the Ordinary Shares in the capital of the Company having a par value of USD 0.01, each having rights,
and subject to the restrictions provided in the Company’s Articles. One Ordinary Share shall equate to one vote per share for each
share held by the shareholder and cannot be converted to any other class of share at any time.


 


		(bb)	“Plan”
means Regencell Bioscience Holdings Limited 2021 Share Option Plan.


 






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		(cc)	“Related
Entity” means any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company
or other entity in which the Company or a Parent or a Subsidiary of the Company holds a substantial ownership interest, directly or indirectly.


 


		(dd)	“Replaced”
means that pursuant to a Corporate Transaction the Option is replaced with a comparable share Option or a cash incentive program of the
Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such Option existing
at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more favorable) vesting
schedule applicable to such Option. The determination of Option comparability shall be made by the Administrator and its determination
shall be final, binding and conclusive.


 


		(ee)	“Share”
or “Shares” means Ordinary Shares of the Company.


 


		(ff)	“Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.


 


		(gg)	“Trading
Market Approval” means the pre-approval required from the globally accredited stock exchange or other stock exchange on which
the Company’s Shares are then listed for trading for certain Share issuances.


  


		3.	Shares
Subject to the Plan.


 


		(a)	Subject
to the provisions of Section 10 below, the maximum aggregate number of Ordinary Shares reserved and available pursuant to this Plan shall
be the aggregate of (i) 1,235,074 Shares, and (ii) on each January 1, starting with January 1, 2022 until December 31, 2025, an additional
number of shares equal to the lesser of (A) 2% of the outstanding number of Ordinary Shares (on a fully-diluted basis) on the immediately
preceding December 31, and (B) such lower number of Ordinary Shares as may be determined by the Board, subject in all cases to adjustment
as provided in Section 10 below (the “Evergreen Plan”).


 


		(b)	Further,
if, after the Effective Date of the Plan, any Shares underlying an Option are forfeited, or if an Option otherwise terminates without
the delivery of Shares or of other consideration, then the Shares underlying such Option, or the number of Shares otherwise counted against
the aggregate number of Shares available under the Plan with respect to the Option, to the extent of any such forfeiture or termination,
shall again be, or shall become, available for granting options under the Plan.


 


		4.	Administration
of the Plan.


 


		(a)	Plan
Administrator.


 


		i.	Administration
with Respect to Directors and Officers. With respect to grants of Options to Consultants or Employees of the Company, the Plan
shall be (A) administered by the CEO of the Company and (B) approved by the Board, which the Board shall be constituted in such a manner
as to satisfy the Applicable Law. With respect to grants of Options to Directors, the Plan shall be (A) administered by the Chairman
and (B) approved by the Board, In the case of Options for Employees or Consultants who are neither Directors nor Officers of the Company,
the Board may authorize one or more Officers to grant such Options and may limit such authority as the Board determines from time to
time.


 


		ii.	Administration
Errors. In the event an Option is granted in a manner inconsistent with the provisions of this subsection (a), such Option
shall be presumptively valid as of its grant date to the extent permitted by the Applicable Laws.


 


		(b)	Powers
of the Administrator. Subject to Applicable Laws, especially but not limited to those regarding shareholders approval, and the
provisions of the Plan (including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board,
the Administrator shall have the authority, in its discretion:


 


		i.	To
select the Employees, Directors and Consultants to whom Options may be granted;


 






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		ii.	To
determine whether and to what extent Options are granted hereunder;


 


		iii.	To
determine the number of Shares or the amount of other consideration to be covered by each Option granted hereunder;


 


		iv.	To
approve forms of Option Agreements for use under the Plan;


 


		v.	To
determine the terms and conditions of any Option subject to the terms and conditions contained herein;


 


		vi.	To
amend the terms of any outstanding Option granted under the Plan, provided that (A) any amendment that would adversely affect the Optionee’s
rights under an outstanding Option shall not be made without the Optionee’s written consent, (B) canceling an Option at a time
when its exercise price exceeds the Fair Market Value of the underlying Shares, in exchange for another Option shall be subject to the
Optionee’s approval, unless the cancellation and exchange occurs in connection with a Corporate Transaction. Notwithstanding the
foregoing, canceling an Option in exchange for another Option with an exercise price, purchase price that is equal to or greater than
the exercise price of the original Option shall not be subject to the Optionee’s approval;


 


		vii.	To
construe and interpret the terms of the Plan and Options, including without limitation, any notice of Option or Option Agreement, granted
pursuant to the Plan;


 


		viii.	To
take such other action, not inconsistent with the terms of the Plan, as the Administrator deems appropriate.


 


		(c)	Indemnification. In
addition to such other rights of indemnification as they may have as members of the Board or as Officers or Employees of the Company
or a Related Entity, members of the Board and any Officers or Employees of the Company or a Related Entity to whom authority to act for
the Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by
law on an after-tax basis against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection
with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or
any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any Option granted
hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by
them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence,
bad faith or intentional misconduct; provided, however, that within thirty (30) days after the institution of such claim, investigation,
action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to defend
the same.


 


For the purpose of this clause “gross
negligence” means in relation to a person a standard of conduct constituting extreme carelessness, beyond ordinary negligence, whereby
that person’s actions or inactions demonstrate reckless disregards for the duty of care owed to another.


 


		5.	Eligibility. The
Optionees shall be such persons as the Administrator may select from among the Directors, Employees, and Consultants.


 


		6.	Terms
and Conditions of Options.


 


		(a)	Designation
of Option. Each Option shall be designated in the Option Agreement.


 


		(b)	Conditions
of Option. Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each
Option including, but not limited to, the Option vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions,
form of payment (cash, Shares, cashless settlement, or other consideration) upon settlement of the Option, payment contingencies, exercise
period and the exercise price.


 






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		(d)	Partial
Exercise. The Option Agreement may, but need not, include a provision whereby the Optionee may elect at any time while an Employee,
Director or Consultant to exercise part of the Option which is vested prior to full vesting of the Option.


 


		(e)	Term
of Option. The term of each Option shall be the term stated in the Option Agreement, provided, however that in the case of an
option that is to qualify as an Incentive Share Option, the term shall not exceed ten (10) years.


 


		(f)	Transferability
of Options. Options shall be transferable (i) by will and by the laws of succession and distribution and (ii) during the lifetime
of the Optionee, to the extent and in the manner as set forth in the Option Agreement. Notwithstanding the foregoing, the Optionee may
designate one or more beneficiaries of the Optionee’s Option in the event of the Optionee’s death on a beneficiary designation
form provided by the Administrator.


 


		(g)	Termination
of Employment Other than by Death or Disability.


 


		i.	If
an Optionee ceases to be an Employee for any reason other than his or her death or disability, the Optionee shall have the right, subject
to the provisions of this Section 6, to exercise any Option held by the Optionee at any time within twelve  (12) months after his
or her termination of employment, but not beyond the otherwise applicable term of the Option and only to the extent that on such date
of termination of employment the Optionee’s right to exercise such Option has vested.


 


		ii.	For
purposes of this Section 6(g), the employment relationship shall be treated as continuing intact while the Optionee is an active Employee
of the Company or any Affiliate, or is on military leave, sick leave, or other bona fide leave of absence to be determined in the sole
discretion of the Administrator.


 


		(h)	Death
of Optionee. If an Optionee dies while an Employee, Director, or Consultant, or after ceasing to be an Employee, Director, or
Consultant but during the period while he or she could have exercised an Option, any Option granted to the Optionee may be exercised,
to the extent it had vested at the time of death and subject to the Plan, at any time within twelve (12) months after the Optionee’s
death, by the executors or administrators of his or her estate or by any person or persons who acquire the Option by will or the laws
of succession and distribution, but not beyond the otherwise applicable term of the Option.


 


		(i)	Disability
of Optionee. If an Optionee ceases to be an Employee, Director, or Consultant due to becoming totally and permanently disabled
within the meaning of Section 22(e)(3) of the Code, any Option granted to the Optionee may be exercised to the extent it had vested at
the time of cessation and, subject to the Plan, at any time within twelve (12) months after the Optionee’s termination of employment,
but not beyond the otherwise applicable term of the Option.


 


		(j)	Time
of Granting Options. The date of grant of an Option shall for all purposes be on the date which the Administrator makes the
determination to grant such Option, or such other date as is determined by the Administrator.


 


		7.	Option
Exercise or Purchase Price, Consideration and Taxes.


 


		(a)	Exercise
or Purchase Price. The Administrator shall determine the exercise or purchase price in accordance with the Applicable Laws and/or
pursuant to the Option Agreement to be executed between the Company and Optionee, if applicable or other relevant agreement between such
parties.


  






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		(b)	Consideration. Subject
to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Option including the method
of payment shall be determined by the Administrator. In addition to any other types of consideration the Administrator may determine,
the Administrator is authorized to accept as consideration for Shares issued under the Plan the following:


 


		i.	cash;


 


		ii.	cheque;


 


		iii.	with
respect to Options, payment through a broker-dealer sale and remittance procedure pursuant to which the Optionee (A) shall provide written
instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to
the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and (B) shall provide written directives
to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction;


 


		iv.	cashless
election; or


 


		v.	any
combination of the foregoing methods of payment.


 


		(c)	Taxes. 
Upon exercise of an Option the Company shall have the right, but not the obligation (except as required by applicable law), to withhold
or collect from Optionee an amount sufficient to satisfy such tax obligations. The Optionee will be solely responsible for his/her own
tax obligations.


 


		8.	Exercise
of Option.


 


		(a)	Procedure
for Exercise; Rights as a Shareholder.


 


		i.	Any
Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under the terms
of the Plan and specified in the Option Agreement.


 


		ii.	An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms
of the Option Agreement by the person entitled to exercise the Option and when the Company receives full consideration for the Shares
with respect to which the Option is exercised, including, to the extent selected, use of the broker-dealer sale and remittance procedure
to pay the purchase price as provided in Section 7(b)(iii).


 


		9.	Conditions
Upon Issuance of Shares.


 


		(a)	Shares
shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares
pursuant thereto shall comply with all Applicable Laws.


 


		10.	Adjustments
Upon Changes in Capitalization.


 


Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding Option, and the number of Shares which have been authorized
for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan, the exercise or
purchase price of each such outstanding Option, the maximum number of Shares with respect to which Options may be granted to any Optionee
in any fiscal year of the Company, as well as any other terms that the Administrator determines require adjustment shall be proportionately
adjusted for (i) any increase or decrease in the number of issued Ordinary Shares resulting from a share split, reverse share split, share
dividend, combination or reclassification of the Ordinary Shares, or similar transaction affecting the Shares, (ii) any other increase
or decrease in the number of issued Ordinary Shares effected without receipt of consideration by the Company, or (iii) as the Administrator
may determine in its discretion, any other transaction with respect to Ordinary Shares including a corporate merger, consolidation, acquisition
of property or equity, separation (including a spin-off or other distribution of shares or property), reorganization, liquidation (whether
partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall
not be deemed to have been “effected without receipt of consideration.”


  






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		11.	Corporate
Transactions and Changes in Control.


 


			Termination
of Option to Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate Transaction, all outstanding
Options under the Plan shall terminate; provided, however, that to extent any Options are assumed or replaced or exchanged in connection
with the Corporate Transaction (“Assumed”), such Options shall not terminate


 


		(a)	Acceleration
of Option Upon Corporate Transaction or Change in Control.


 


		i.	Corporate
Transaction. The Administrator may determine, in the event of a Corporate Transaction, for the portion of each Option that is
neither Assumed nor Replaced, such portion of the Option shall automatically become fully vested and exercisable and be released from
any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares (or other consideration)
at the time represented by such portion of the Option, immediately prior to the specified effective date of such Corporate Transaction,
provided that the Optionee’s Continuous Service has not terminated prior to such date.


 


		ii.	Change
in Control. The Administrator may determine, in the event of a Change in Control (other than a Change in Control which also
is a Corporate Transaction), each Option which is at the time outstanding under the Plan automatically shall become fully vested and
exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value),
immediately prior to the specified effective date of such Change in Control, for all of the Shares (or other consideration) at the time
represented by such Option, provided that the Optionee’s Continuous Service has not terminated prior to such date.


 


		12.	Effective
Date and Term of Plan.


 


			The Plan shall become effective upon its approval by the shareholders
of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated or unless renewed for another period
not to exceed ten (10) years pursuant to shareholder approval. Subject to Section 17, below, and Applicable Laws, Options may be granted
under the Plan upon its becoming effective.



 


		13.	Amendment,
Suspension or Termination of the Plan.


 


		(a)	The
Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without the
approval of the Company’s shareholders to the extent such approval is required by Applicable Laws, or if such amendment would change
any of the provisions of Section 3(a), Section 4(b)(vi) or this Section 13(a).


 


		(b)	No
Option may be granted during any suspension of the Plan or after termination of the Plan.


 


		(c)	No
suspension or termination of the Plan (including termination of the Plan under Section 12 above) shall adversely affect any rights under
Options already granted to an Optionee.


 


		14.	Reservation
of Shares.


 


		(a)	The
Company, during the term of the Plan, will at all times reserve and keep available out of its authorized but unissued Shares, such number
of Shares as shall be sufficient to satisfy the requirements of the Plan.


 


		(b)	The
inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.


 






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		15.	No
Effect on Terms of Employment/Consulting Relationship.


 


			The Plan shall not confer upon any Optionee any right with respect
to the Optionee’s Continuous Service, nor shall it interfere in any way with his or her right or the right of the Company or any
Related Entity to terminate the Optionee’s Continuous Service at any time, with or without Cause, and with or without notice. The
ability of the Company or any Related Entity to terminate the employment of an Optionee who is employed at will is in no way affected
by its determination that the Optionee’s Continuous Service has been terminated for Cause for the purposes of this Plan. For Cause
shall have the meaning and conditions set forth under Termination clauses, where applicable, in each such Optionee’s Appointment
Letter with the Company.



 


		16.	No
Effect on Retirement and Other Benefit Plans.


 


			Except as specifically provided in a retirement or other benefit
plan of the Company or a Related Entity, Options shall not be deemed compensation for purposes of computing benefits or contributions
under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind
or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The
Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974,
as amended.



 


		17.	Shareholder
and Trading Market Approval.


 


		(a)	Subject
to the Applicable Laws, including but not limited to Nasdaq Rule 5635(c), once this Plan is approved by the shareholders of the Company,
the granting of individual Options hereunder will not require any further shareholder approvals, unless such approval is required under
Applicable Laws.


 


		(b)	If
required by the Applicable Laws, no Options shall be granted unless and until the Company received Trading Market Approval of such Options
and the Shares underlying such Options.


 


		18.	Unfunded
Obligation.


 


			Optionees shall have the status of general unsecured creditors
of the Company. Any amounts payable to Optionees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes. Neither
the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish
any special accounts with respect to such obligations.



 


		19.	Shareholder
Rights


 


			Except as otherwise provided in this Plan an Optionee shall have
none of the rights of a shareholder of the Company with respect to the Shares covered by any Option until the Optionee becomes the recorded
owner of such Shares, which typically occurs upon the exercise of any such Option and then only with respect to the Shares received upon
such exercise.



 


		20.	Construction.


 


			Captions and titles contained herein are for convenience only
and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the
singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive,
unless the context clearly requires otherwise.



 


		21.	Information
to Optionees.


 


			Each Optionee shall be provided with such information regarding
the Company as the Board or the Administrator from time to time deems necessary or appropriate; provided, however, that each Optionee
shall at all times be provided with such information as is required to be provided from time to time pursuant to applicable regulatory
requirements.



 


		22.	Governing
Law


 


			The Plan and any Agreements under the Plan hereunder shall be
administered, interpreted and enforced under the laws of the Cayman Islands without regard to conflicts of laws thereof.



 


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