Exhibit 4.1


 


 


 


 





 


CHINA XD PLASTICS COMPANY LIMITED 


 


2020 STOCK OPTION/STOCK ISSUANCE PLAN



 


ARTICLE ONE 


 


GENERAL PROVISIONS 


 


	 	I.	
        PURPOSE OF THE PLAN 

         



 


This Plan is intended to promote the interests of China XD Plastics
Company Limited (the “Corporation”), by providing eligible persons employed by or serving the Corporation or any Subsidiary
or Parent with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation
as an incentive for them to continue in such employ or service.


 


Capitalized terms herein shall have the meanings
assigned to such terms in the attached Appendix.


 


	 	II.	
        STRUCTURE OF THE PLAN 

         



 


		A.	The Plan shall be divided into two separate equity programs: 



 


(1) the Option Grant Program under which eligible persons
may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock, and


 


(2) the Stock Issuance
Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock directly,
either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary).
 


 


B. The provisions of Articles One and Four
shall apply to both equity programs under the Plan and shall accordingly govern the interests of all persons under the Plan.


 


 


	 	III.	ADMINISTRATION OF THE PLAN 


 


A. The Board shall administer the Plan. However,
any or all administrative functions otherwise exercisable by the Board may be delegated to the Committee. Members of the Committee
shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board
may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the
Committee.


 


B. The Plan Administrator shall have full power
and authority (subject to the provisions of the Plan) to establish such rules and procedures as it may deem appropriate for proper
administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding
options or stock issued under the Plan as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final
and binding on all parties who have an interest in the Plan or any option grant or stock issued under the Plan.


 


C. The Plan Administrator shall have full authority
to determine, (1) with respect to the grants made under the Option Grant Program, which eligible persons are to receive such grants,
the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or times when each option is to become exercisable, the
vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding, and
(2) with respect to stock issuances made under the Stock Issuance Program, which eligible persons are to receive such issuances,
the time or times when those issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule
(if any) applicable to the issued shares and the consideration to be paid by the Participant for such shares. Each option grant
or stock issuance approved by the Plan Administrator shall be evidenced by the appropriate documentation.


 






      



     

    

 


 


IV.        ELIGIBILITY



 


A. The persons eligible to participate in the
Plan are as follows:


 


		(1)	employees; 



 


		(2)	members of the Board and the members of the board of directors of any Parent or Subsidiary; and




 


		(3)	independent contractors who provide services to the Corporation (or any Parent or Subsidiary).




 


	 	V.	STOCK SUBJECT TO THE PLAN 


 


A. The shares issuable under the Plan shall
be shares of authorized but unissued or reacquired shares of Common Stock. The maximum number of shares of Common Stock that may
be issued and outstanding or subject to options outstanding under the Plan shall not exceed 13,000,000 shares.


 


B. Shares of Common Stock subject to outstanding
options shall be available for subsequent issuance under the Plan to the extent (1) the options expire or terminate for any reason
prior to exercise in full or (2) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two.
Unvested Shares issued under the Plan and subsequently repurchased by the Corporation, at a price per share not greater than the
option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall
be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for
reissuance through one or more subsequent option grants or direct stock issuances under the Plan.


 


C. Should any change be made to the Common
Stock by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination of shares, exchange of shares
or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate
adjustments shall be made to (1) the maximum number and/or class of securities issuable under the Plan and (2) the number and/or
class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or
enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final and binding. In no event
shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the Corporation’s
preferred stock into shares of Common Stock.


 


D. The grant of options or the issuance of
shares of Common Stock under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.


 


ARTICLE TWO 


 


OPTION GRANT PROGRAM 


 


	 	I.	OPTION TERMS 


 


		A.	Exercise Price. 



 


(1) The Plan Administrator shall
fix the exercise price per share. However, (a) if the option is granted to a 10% Stockholder, the exercise price per share must
not be less than 110% of the Fair Market Value per share of Common Stock on the date the option is granted, (b) if a Non-Statutory
Option is granted to an Optionee who is not a 10% Stockholder, the exercise price per share must not be less than 85% of the Fair
Market Value per share of Common Stock on the date the option is granted and (c) if an Incentive Option is granted to an Optionee
who is not a 10% Stockholder, the exercise price per share shall not be less than 100% of the Fair Market Value per share of Common
Stock on the date the option is granted.


 






      



     

    

 


 


(2) The exercise price shall become
immediately due upon exercise of the option and shall, subject to the provisions of Section I of Article Four and the documents
evidencing the option, be payable in cash or check made payable to the Corporation. Should the Common Stock be registered under
Section 12 of the 1934 Act at the time the option is exercised, then the exercise price (and any applicable withholding taxes)
may also be paid as follows:


 


(a) in shares of Common Stock held
for the requisite period, if any, necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes
and valued at Fair Market Value on the Exercise Date, or


 


(b) to the extent the option is
exercised for Vested Shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently
provide irrevocable instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares
and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate
exercise price payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (ii) to the Corporation to deliver the certificates for the purchased shares directly
to such brokerage firm in order to complete the sale.


 


Except to the extent such sale and remittance
procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.


 


B. Exercise and Term of Options.
Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined
by the Plan Administrator and set forth in the documents evidencing the option grant. However, no option shall have a term in excess
of ten years measured from the option grant date.


 


		B.	Effect of Termination of Service. 



 


(1) The following provisions shall
govern the exercise of any options granted to the Optionee that remain outstanding at the time the Optionee’s Service ceases:


 


(a) Should the Optionee cease to
remain in Service for any reason other than death, Disability or Misconduct, then each option shall be exercisable for the number
of shares subject to the option that were Vested Shares at the time the Optionee’s Service ceased and shall remain exercisable
until the close of business on the earlier of (i) the three month anniversary of the date Optionee’s Service ceased
or (ii) the expiration date of the option.


 


(b) Should the Optionee cease to
remain in Service by reason of death or Disability, then each option shall be exercisable for the number of shares subject to the
option which were Vested Shares at the time of the Optionee’s Service ceased and shall remain exercisable until the close
of business on the earlier of (i) the twelve month anniversary of the date Optionee’s Service ceased or (ii) expiration
date of the option.


 


(c) No additional vesting will
occur after the date the Optionee’s Service ceases, and the option shall immediately terminate with respect to the Unvested
Shares. Upon the expiration of any post-Service exercise period or (if earlier) upon the expiration date of the term of the option,
the option shall terminate with respect to the Vested Shares.


 


(d) Should the Optionee’s
Service be terminated for Misconduct or should the Optionee otherwise engage in Misconduct, then each outstanding option granted
to the Optionee shall terminate immediately with respect to all shares.


 


(2) Understanding that there may
be adverse tax and accounting consequences to doing so, the Plan Administrator shall have the discretion, exercisable either at
the time an option is granted or at any time while the option remains outstanding, to:


 






      



     

    

 


 


(a) extend the period of time for
which the option is to remain exercisable following the Optionee’s cessation of Service for such period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of the option, and/or


 


(b) permit the option to be exercised,
during the applicable post-Service exercise period, not only with respect to the number of Vested Shares for which such option
is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more additional installments
in which the Optionee would have vested under the option had the Optionee continued in Service.


 


D. Stockholder Rights. The holder
of an option shall have no stockholder rights with respect to the shares subject to the option until such person shall have exercised
the option, paid the exercise price and become the recordholder of the purchased shares.


 


E. Unvested Shares. The Plan
Administrator shall have the discretion to grant options that are exercisable for Unvested Shares. Should the Optionee’s
Service cease while the shares issued upon the early exercise of the Optionee’s option are still unvested, the Corporation
shall have the right to repurchase, any or all of those Unvested Shares at the lower of (1) the exercise price paid per
share, or (2) the Fair Market Value per share on the date the Optionee’s Service ceased. Once the Corporation exercises its
repurchase right, the Optionee shall have no further stockholder rights with respect to those shares. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for
the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.
Any such repurchase must be made in accordance with applicable corporate law. The Plan Administrator may not impose a vesting schedule
upon any option grant or the shares of Common Stock subject to that option which is more restrictive than 20% per year vesting,
with the initial vesting to occur not later than one year after the option is granted. However, such limitation shall not apply
to options granted to individuals who are officers, independent consultants or directors of the Corporation.


 


F. Limited Transferability of Options.
An Incentive Option shall be exercisable only by the Optionee during his or her lifetime and shall not be assignable or transferable
other than by will or by the laws of inheritance following the Optionee’s death. A Non-Statutory Option may be assigned in
whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s family (as defined in Rule
701 promulgated by the Securities and Exchange Commission) or to a trust established exclusively for one or more such family members
or to the Optionee’s former spouse, to the extent such assignment is in connection with the Optionee’s estate plan
or pursuant to a domestic relations order. The terms applicable to the assigned portion shall be the same as those in effect for
the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate.


 


	 	II.	INCENTIVE OPTIONS 


 


The terms specified below shall be applicable
to all Incentive Options. Except as modified by the provisions of this Section II, all the provisions of Articles One, Two and
Four shall be applicable to Incentive Options. Options that are specifically designated as Non-Statutory Options shall not be subject
to the terms of this Section II.


 


A. Eligibility. Incentive Options
may only be granted to Employees.


 


B. Dollar Limitation. The aggregate
Fair Market Value of the shares of Common Stock (determined as of the respective date or dates of grant) for which one or more
options granted to any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for
the first time become exercisable as Incentive Options during any one calendar year shall not exceed $100,000.


 


C. Term of Option Granted to a 10% Stockholder.
If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the option term shall not exceed five years measured
from the date the option is granted.


 






      



     

    

 


 


	 	III.	
        CHANGE IN CONTROL 

         



 


A. The shares subject to each option outstanding
under the Plan at the time of a Change in Control shall automatically become Vested Shares, and each such option shall, immediately
prior to the effective date of the Change in Control, become exercisable for all of the shares of Common Stock at the time subject
to that option. However, the shares subject to an outstanding option shall not become Vested Shares on an accelerated basis
if and to the extent: (1) such option is assumed by the successor corporation (or parent thereof) or otherwise continued in full
force and effect pursuant to the terms of the Change in Control transaction or (2) such option is to be replaced with a cash incentive
program of the Corporation or any successor corporation which preserves the spread existing on the Unvested Shares at the time
of the Change in Control and provides for subsequent payout of that spread no later than the time the Optionee would vest in those
Unvested Shares or (3) the acceleration of such option is subject to other limitations imposed by the Plan Administrator.


 


B. All outstanding repurchase rights under
the Option Grant Program shall also terminate automatically, and the shares of Common Stock subject to those terminated rights
shall immediately become Vested Shares, in the event of any Change in Control, except to the extent: (1) those repurchase rights
are assigned to the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change
in Control transaction, (2) the property (including cash payments) issued with respect to Unvested Shares is to be held in escrow
and released in accordance with the vesting schedule in effect for the Unvested Shares pursuant to the Change in Control transaction
or (3) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator.


 


C. Immediately following the consummation of
the Change in Control, all outstanding options shall terminate, except to the extent assumed by the successor corporation (or parent
thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction.


 


D. Each option that is assumed in connection
with a Change in Control or otherwise continued in effect shall be appropriately adjusted, immediately after such Change in Control,
to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Change in
Control, had the option been exercised immediately prior to such Change in Control. Appropriate adjustments shall also be made
to (1) the number and class of securities available for issuance under the Plan following the consummation of such Change in Control
and (2) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable
for such securities shall remain the same. To the extent the holders of the Common Stock receive cash consideration for their Common
Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption of the outstanding
options under this Plan, substitute one or more shares of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in Control.


 


E. The Plan Administrator shall have the discretion,
exercisable either at the time the option is granted or at any time while the option remains outstanding, to structure one or more
options so that the option shall become immediately exercisable and some or all of the shares subject to those options shall automatically
become Vested Shares (and some or all of the repurchase rights of the Corporation with respect to the Unvested Shares subject to
those options shall immediately terminate) upon the occurrence of a Change in Control or another specified event, or the Optionee’s
Involuntary Termination within a designated period following a specified event.


 


F. In addition, the Plan Administrator may
provide that one or more of the Corporation’s outstanding repurchase rights with respect to some or all of the shares held
by the Optionee at the time of a Change in Control or other specified event, or the Optionee’s Involuntary Termination following
a specified event, shall immediately terminate on an accelerated basis, and the shares subject to those terminated rights shall
become Vested Shares at that time.


 


G. The portion of any Incentive Option accelerated
in connection with a Change in Control shall remain exercisable as an Incentive Option only to the extent the applicable $100,000
limitation set forth in Section II.C. of Article Two is not exceeded. To the extent such dollar limitation is exceeded, the accelerated
portion of such option shall be exercisable as a Non-Statutory Option under the federal tax laws.


 


	 	IV.	CANCELLATION AND REGRANT OF OPTIONS 


The Plan Administrator shall have the authority
to effect, at any time and from time to time, with the consent of the affected option holders, the cancellation of any or all outstanding
options under the Plan and to grant in substitution therefor new options covering the same or different number of shares of Common
Stock.


 






      



     

    

 


 


ARTICLE THREE 


 


STOCK ISSUANCE PROGRAM 


 


	 	I.	STOCK ISSUANCE TERMS 


 


		A.	Purchase Price. 



 


(1) The Plan Administrator shall fix the purchase price
per share. However, if shares are issued under the Stock Issuance Program to a 10% Stockholder, then the purchase price per share
shall not be less than 100% of the Fair Market Value per share of Common Stock on the date of issuance or (b) if shares are issued
under the Stock Issuance Program to a Participant who is not a 10% Stockholder, then the purchase price per share shall not be
less than 85% of the Fair Market Value per share of Common Stock on the date of issuance.


 


(2) Shares of Common Stock may be issued under the Stock
Issuance Program for any of the following items of consideration which the Plan Administrator may deem appropriate in each individual
instance:


 


(a) cash or check made payable
to the Corporation,


 


(b) past services rendered to the
Corporation (or any Parent or Subsidiary), or


 


(c) a promissory note to the extent
permitted by Section I of Article Four.


 


		B.	Vesting Provisions.



 


(1) Shares of Common Stock issued
under the Stock Issuance Program may, in the discretion of the Plan Administrator, be Vested Shares or may vest in one or more
installments over the Participant’s period of Service or upon attainment of specified performance objectives. However, the
Plan Administrator may not impose a vesting schedule upon any shares of Common Stock issued under the Stock Issuance Program which
is more restrictive than 20% per year vesting, with the initial vesting to occur no later than one year after the shares are issued.
Such limitation shall not apply to shares issued to individuals who are officers, independent consultants or directors of the Corporation.


 


(2) Any new, substituted or additional
securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right
to receive with respect to the Participant’s Unvested Shares by reason of any stock dividend, stock split, reverse stock
split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation’s receipt of consideration shall be issued subject to (a) the same vesting requirements applicable
to the Participant’s Unvested Shares treated as if acquired on the same date as the Unvested Shares and (b) such escrow arrangements
as the Plan Administrator shall deem appropriate.


 


(3) The Participant shall have
full stockholder rights with respect to any shares of Common Stock issued to the Participant under the Stock Issuance Program,
whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to
vote such shares and to receive any regular cash dividends paid on such shares.


 


(4) Should the Participant cease
to remain in Service while holding one or more Unvested Shares issued under the Stock Issuance Program or should the performance
objectives not be attained with respect to one or more such Unvested Shares, then the Corporation shall have the right to repurchase
the Unvested Shares at the lower of (a) the purchase price paid per share or (b) the Fair Market Value per share on the
date Participant’s Service ceased or the performance objective was not attained. The terms upon which such repurchase right
shall be exercisable shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.
Any repurchase must be made in compliance with the relevant provisions of California law.


 






      



     

    

 


 


(5) The Plan Administrator may
in its discretion waive the surrender and cancellation of one or more Unvested Shares (or other assets attributable thereto) which
would otherwise occur upon the non-completion of the vesting schedule applicable to those shares. Such waiver shall result in the
immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver
may be effected at any time, whether before or after the Participant’s Service ceases or he or she attains the applicable
performance objectives.


 


 


	 	II.	CHANGE IN CONTROL 


 


A. Upon the occurrence of a Change in Control,
all outstanding repurchase rights under the Stock Issuance Program shall terminate automatically, and the shares of Common Stock
subject to those terminated rights shall immediately become Vested Shares, except to the extent: (1) those repurchase rights are
assigned to the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change
in Control transaction, (2) the property (including cash payments) issued with respect to the Unvested Shares is held in escrow
and released in accordance with the vesting schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control
transaction, or (3) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator.


 


B. The Plan Administrator shall have the discretionary
authority, exercisable either at the time the Unvested Shares are issued or any time while the Corporation’s repurchase rights
with respect to those shares remain outstanding, to provide that those rights shall automatically terminate in whole or in part
on an accelerated basis, and some or all of the shares of Common Stock subject to those terminated rights shall immediately become
Vested Shares, in the event of a Change of Control or other event or the Participant’s Service is terminated by reason of
an Involuntary Termination within a designated period following a Change in Control or any other specified event.


 


ARTICLE FOUR 


 


MISCELLANEOUS 


 


	 	I.	FINANCING 


 


The Plan Administrator may permit any Optionee
or Participant to pay the option exercise price under the Option Grant Program or the purchase price for shares issued under the
Stock Issuance Program by delivering a full-recourse, interest bearing promissory note secured by the purchased shares. The Plan
Administrator, after considering the potential adverse tax and accounting consequences, shall set the remaining terms of the note.
In no event may the maximum credit available to the Optionee or Participant exceed the sum of (A) the aggregate option exercise
price or purchase price payable for the purchased shares (less the par value of those shares) plus (B) any applicable income and
employment tax liability incurred by the Optionee or the Participant in connection with the option exercise or share purchase.


 


	 	II.	FIRST REFUSAL RIGHTS 


 


The Corporation shall have the right of first
refusal with respect to any proposed disposition by the Optionee or Participant (or any successor in interest) of any shares of
Common Stock issued under the Plan. Such right of first refusal shall be exercisable and lapse in accordance with the terms established
by the Plan Administrator and set forth in the document evidencing such right.


 


	 	III.	SHARE ESCROW/LEGENDS 


 


Unvested Shares may, in the Plan Administrator’s
discretion, be held in escrow by the Corporation until the Unvested Shares vest or may be issued directly to the Participant or
Optionee with restrictive legends on the certificates evidencing the fact that the Participant or Optionee does not have a vested
right to them.


 






      



     

    

 


 


	 	IV.	EFFECTIVE DATE AND TERM OF PLAN 


 


A. The Plan shall become effective when adopted
by the Board, but no option granted under the Plan may be exercised, and no shares shall be issued under the Plan, until the Corporation’s
stockholders approve the Plan. If such stockholder approval is not obtained within twelve months after the date of the Board’s
adoption of the Plan, then all options previously granted under the Plan shall terminate, and no further options shall be granted
and no shares shall be issued under the Plan. Subject to such limitation, the Plan Administrator may grant options and issue shares
under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan.


 


B. The Plan shall terminate upon the earlier
of (1) the expiration of the ten year period measured from the date the Plan is adopted by the Board or (2) termination by the
Board. All options and unvested stock issuances outstanding at the time of the termination of the Plan shall continue in effect
in accordance with the provisions of the documents evidencing those options or issuances.


 


	 	V.	AMENDMENT OR TERMINATION OF THE PLAN 


 


A. The Board shall have complete and exclusive
power and authority to amend or terminate the Plan or any awards made thereunder in any or all respects. However, no such amendment
or termination shall adversely affect the rights and obligations with respect to options or unvested stock issuances at the time
outstanding under the Plan unless the Optionee or the Participant consents to such amendment or termination. In addition, certain
amendments may require stockholder approval pursuant to applicable laws and regulations.


 


B. Although there may be adverse accounting
consequences to doing so, options may be granted under the Option Grant Program and shares may be issued under the Stock Issuance
Program which are in each instance in excess of the number of shares of Common Stock then available for issuance under the Plan,
provided any excess shares actually issued under those programs shall be held in escrow until there is obtained stockholder approval
of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder
approval is not obtained within twelve months after the date the first such excess grants or issuances are made, then (1) any unexercised
options granted on the basis of such excess shares shall terminate and (2) the Corporation shall promptly refund to the Optionees
and the Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together
with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall
thereupon be automatically cancelled.


 


	 	VI.	USE OF PROCEEDS 


 


Any cash proceeds received by the Corporation
from the sale of shares of Common Stock under the Plan shall be used for any corporate purpose.


 


	 	VII.	WITHHOLDING 


 


The Corporation’s obligation to deliver
shares of Common Stock upon the exercise of any options granted under the Plan or upon the issuance or vesting of any shares issued
under the Plan shall be subject to the satisfaction of all applicable income and employment tax withholding requirements.


 


	 	VIII. 	REGULATORY APPROVALS 


 


The implementation of the Plan, the granting
of any options under the Plan and the issuance of any shares of Common Stock (A) upon the exercise of any option or (B) under the
Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the options granted under it and the shares of Common Stock issued pursuant to it.


 






      



     

    

 


 


	 	IX.	NO EMPLOYMENT OR SERVICE RIGHTS 


Nothing in the Plan shall confer upon the Optionee
or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict
in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or
the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any
reason, with or without cause.


 


	 	X.	FINANCIAL REPORTS 


 


The Corporation shall deliver a balance sheet
and an income statement at least annually to each individual holding an outstanding option granted or shares issued under the Plan,
unless such individual is a key Employee whose duties in connection with the Corporation (or any Parent or Subsidiary) assure such
individual access to equivalent information.


 


	 	XI.	SHARE RESERVE 


 


The maximum number of shares of Common Stock
that may be issued over the term of the Plan together with the total number of shares of Common Stock provided for under any stock
bonus or similar plan of the Corporation shall not exceed 30’% of the then outstanding shares (on an as if converted basis)
of the Corporation unless a percentage higher than 30% is approved by at least two-thirds of the outstanding shares of the Corporation
entitled to vote on such matter.


 


 


APPENDIX 


 


The following definitions shall be in effect
under the Plan:


 


A. Board shall mean the Corporation’s
Board of Directors.


 


B. Change in Control shall mean
a change in ownership or control of the Corporation effected through any of the following transactions:


 


(i) a stockholder-approved merger,
consolidation or other reorganization in which securities representing more than 50% of the total combined voting power of the
Corporation’s outstanding securities are beneficially owned, directly or indirectly, by a person or persons different from
the person or persons who beneficially owned those securities immediately prior to such transaction;


 


(ii) a stockholder-approved sale,
transfer or other disposition of all or substantially all of the Corporation’s assets; or


 


(iii) the acquisition, directly
or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls,
is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13-d3
of the 1934 Act) of securities possessing more than 50% of the total combined voting power of the Corporation’s outstanding
securities from a person or persons other than the Corporation.


 


In no event shall any public offering of the
Corporation’s securities be deemed to constitute a Change in Control. In no event shall a merger of the Corporation’s
Parent with the Corporation constitute a Change in Control.


 


		C.	Code shall mean the Internal Revenue Code of 1986, as amended. 



 


D. Committee shall mean a committee
of one or more Board members appointed by the Board to exercise one or more administrative functions under the Plan.


 


E. Common Stock shall mean the
Corporation’s common stock.


 






      



     

    

 


 


F. Corporation shall mean China
XD Plastics Company Limited, a Nevada corporation, or the successor to all or substantially all of the assets or the voting stock
of China XD Plastics Company Limited which has assumed the Plan.


 


G. Disability shall mean the
inability of the Optionee or the Participant to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that is expected to result in death or has lasted or can be expected to last for a continuous period
of twelve months or more.


 


H. Employee shall mean an individual
who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity
as to both the work to be performed and the manner and method of performance.


 


I. Exercise Date shall mean the
date on which the option has been exercised in accordance with the applicable option documentation.


 


J. Fair Market Value per share
of Common Stock on any relevant date shall be determined in accordance with the following provisions:


(i)       If
the Common Stock is at the time listed on the Nasdaq Stock Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers
on the Nasdaq Stock Market and published in The Wall Street Journal. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such
quotation exists.


(ii)       If
the Common Stock is at the time listed on any stock exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the stock exchange determined by the Plan Administrator to be the primary market
for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published in
The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for which such quotation exists.


(iii)       If
the Common Stock is at the time neither listed on any stock exchange or the Nasdaq Stock Market, then the Fair Market Value shall
be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.


K. Incentive Option shall mean
an option that satisfies the requirements of Code Section 422.


 


 


L. Involuntary Termination shall
mean the termination of the Service of any individual which occurs by reason of:


		(i)	such individual’s involuntary dismissal or discharge by the Corporation (or any Parent
or Subsidiary) for reasons other than Misconduct, or 



 


		(ii)	(such individual’s voluntary resignation following (A) a change in his or her position
with the Corporation (or any Parent or Subsidiary) which materially reduces his or her duties and responsibilities, (B) a reduction
in his or her base salary by more than 15%, unless the base salaries of all similarly situated individuals are reduced by the Corporation
or any Parent or Subsidiary employing the individual, or (C) a relocation of such individual’s place of employment by more
than fifty miles, provided and only if such change, reduction or relocation is effected without the individual’s written
consent. 



 






      



     

    

 


 


M. Misconduct shall mean the
commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by
such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional
misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material
manner; provided, however, that if the term or concept has been defined in an employment agreement between the Corporation
and the Optionee or Participant, then Misconduct shall have the definition set forth in such employment agreement. The foregoing
definition shall not in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or
dismiss any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary) for any other
acts or omissions, but such other acts or omissions shall not be deemed, for purposes of the Plan, to constitute grounds for termination
for Misconduct.


 


N. 1934 Act shall mean the Securities
Exchange Act of 1934, as amended.


 


O. Non-Statutory Option shall
mean an option that does not satisfy the requirements of Code Section 422.


 


P. Option Grant Program shall
mean the option grant program in effect under the Plan.


 


Q. Optionee shall mean any person
to whom an option is granted under the Plan.


 


R. Parent shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.


 


S. Participant shall mean any
person who is issued shares of Common Stock under the Stock Issuance Program.


 


T. Plan shall mean the China
XD Plastics Company Limited 2020 Stock Option/Stock Issuance Plan, as set forth in this document.


 


U. Plan Administrator shall mean
either the Board or the Committee acting in its capacity as administrator of the Plan.


 


V. Service shall mean the provision
of services to the Corporation (or any Parent or Subsidiary) by a person in the capacity of an Employee, a member of the board
of directors or an independent contractor, except to the extent otherwise specifically provided in the documents evidencing the
option grant.


 


W. Stock Issuance Agreement shall
mean the agreement entered into by the Corporation and the Participant at the time of issuance of shares of Common Stock under
the Stock Issuance Program.


 


X. Stock Issuance Program shall
mean the stock issuance program in effect under the Plan.


 


Y. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


Z. 10% Stockholder shall mean
the owner of stock (after taking into account the constructive ownership rules of Section 424(d) of the Code) possessing more than
10% of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).


 


AA. Unvested Shares shall mean
shares of Common Stock have not vested in accordance with the vesting schedule applicable to those shares or any special vesting
acceleration provisions and which are subject to the Corporation’s repurchase right.


 


BB. Vested Shares shall mean
shares of Common Stock which have vested in accordance with the vesting schedule applicable to those shares or any special vesting
acceleration provisions and which are no longer subject to the Corporation’s repurchase right.


 




      



     

    


CHINA XD PLASTICS COMPANY LIMITED


 


NOTICE OF GRANT OF STOCK OPTION 


 


Notice is hereby given of the following option
grant (the “Option”) to purchase shares of the Common Stock of the Corporation:


 


Optionee: «Optionee»


 


Grant Date: «Grant Date»


 


Vesting Commencement Date: «Vesting Date»


 


Exercise Price: $«Exercise Price»
per share


 


Number of Option Shares: «Number
of Shares» shares of Common Stock


 


Expiration Date: «Expiration Date»


 


	 	 	 	 	 
	Type of Option:	 	 	 	[_]  Incentive Stock Option
	 	 	 
	 	 	 	 	[_]  Non-Statutory Option


 


Date Exercisable: Immediately Exercisable


 


Vesting Schedule: «Vesting Schedule»


 


 


Optionee understands and agrees that the Option
is granted subject to and in accordance with the terms of the China XD Plastics Company Limited 2020 Stock Option/Stock Issuance
Plan (the “Plan”). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set
forth in the Stock Option Agreement attached hereto as Exhibit A. Optionee understands that any Option Shares purchased
under the Option will be subject to the terms set forth in the Stock Purchase Agreement attached hereto as Exhibit B. Optionee
hereby acknowledges receipt of a copy of the Plan in the form attached hereto as Exhibit C and a copy of the Questions and
Answers About Stock Option Grants in the form attached hereto as Exhibit D.


 


Repurchase Rights. Optionee hereby agrees
that the Option Shares acquired upon the exercise of the Option may be subject to certain repurchase rights and rights of first
refusal exercisable by the Corporation and its assigns. The terms of such rights are specified in the attached Stock Purchase Agreement.


 


Representation. Optionee represents
that this Option and the Option Shares are being acquired for Optionee’s own account, and not with a view to or for sale
in connection with any distribution.


 


Prior Agreements. This Notice and the
Stock Option Agreement, and the Stock Purchase Agreement when executed will, constitute the entire agreement and understanding
of the Corporation and Optionee with respect to the terms of the Option and supersede all prior and contemporaneous written or
verbal agreements and understandings between Optionee and the Corporation relating to such subject matter. Any and all prior agreements,
understandings or representations relating to the Option are terminated and cancelled in their entirety and are of no further force
or effect.


 


At Will Service Arrangement. Nothing
in this Notice or in the attached Stock Option Agreement, Stock Purchase Agreement or Plan shall confer upon Optionee any right
to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the
Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee’s Service at any time for any reason, with or without cause.


 


 






      



     

    

 


 


Definitions. All capitalized terms in
this Notice shall have the meaning assigned to them in this Notice or in the attached Stock Option Agreement.


 


Dated:


 


	 	 	 
	
        CHINA XD PLASTICS COMPANY LIMITED

         

	 	 
	By:	 	 
		 	Jie Han
	 	 	
        Chief Executive Officer

         

	 
	OPTIONEE
	 	 
	Signature:	 	 
	 	 	«Optionee»
	 	 
	Address:	 	 
	 	 	 
	 	 



 


Attachments: 


 


Exhibit A – Form Stock Option Agreement (with Addendum)



Exhibit B – Form Stock Purchase Agreement (with
Addendum) 


Exhibit C – 2020 Stock Option/Stock Issuance Plan



Exhibit D – Questions and Answers About Stock Option
Grants


 





 




      



     

    


EXHIBIT A


 


CHINA XD PLASTICS COMPANY LIMITED 


 


FORM STOCK OPTION AGREEMENT 


(Incentive Stock Option) 


 


A. The Board has adopted the Plan for the purpose
of retaining the services of selected Employees, members of the Board or the board of directors of any Parent or Subsidiary and
independent contractors in the service of the Corporation (or any Parent or Subsidiary).


 


B. Optionee is to render valuable services
to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes
of, the Plan in connection with the Corporation’s grant of an option to Optionee.


 


C. All capitalized terms in this Agreement
shall have the meaning assigned to them in the attached Appendix.


 


NOW, THEREFORE, it is hereby
agreed as follows:


 


1. Grant of Option.
The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase the number of Option Shares specified in
the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the
Exercise Price.


 


2. Option Term. This
option shall expire on the Expiration Date, unless sooner terminated in accordance with this Agreement.


 


3. Limited Transferability.


 


(a) This option shall be neither
transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee’s death and may
be exercised, during Optionee’s lifetime, only by Optionee.


 


(b)
Notwithstanding the foregoing, if this option is designated a Non-Statutory Option in the Grant Notice, then this option may be
assigned in whole or in part during Optionee’s lifetime to one or more members of Optionee’s family (as defined in
Rule 701 promulgated by the Securities and Exchange Commission) or to a trust established for the benefit of one or more such family
members or to Optionee’s former spouse, to the extent such assignment is in connection with the Optionee’s estate plan
or pursuant to a domestic relations order. The terms applicable to the assigned portion shall be the same as those in effect for
this option immediately prior to such assignment.  


 


4. Dates of Exercise.
This option shall become exercisable for the Option Shares as specified in the Grant Notice. If the option is exercisable in installments,
then as the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration Date or sooner termination of the option under this Agreement.


 


5. Cessation of Service.
The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration
Date should any of the following provisions become applicable:


 


(a) Should Optionee cease to remain
in Service for any reason (other than death, Disability or Misconduct), then this option shall be exercisable for the number of
Option Shares which were Vested Shares at the time of Optionee’s cessation of Service and shall remain exercisable until
the earlier of (i) the close of business on the three month anniversary of the date Optionee’s Service ceases or (ii)
the Expiration Date.


 


(b) Should Optionee cease to remain
in Service by reason of death or Disability, then this option shall be exercisable for the number of Option Shares which were Vested
Shares at the time of Optionee’s cessation of Service and shall remain exercisable until the earlier of (i) the close
of business on the twelve month anniversary of the date Optionee’s Service ceases or (ii) the Expiration Date.


 


 






      



     

    

 


(c) No additional vesting will
occur after the date the Optionee’s Service ceases, and this option shall immediately terminate with respect to the Unvested
Shares. Upon the expiration of any post-Service exercise period or (if earlier) upon the Expiration Date, this option shall terminate
with respect to the Vested Shares.


 


(d) Should Optionee’s Service
be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this option is outstanding, then this option
shall terminate immediately with respect to all Option Shares.


 


6. Accelerated Vesting.


 


(a) Immediately prior to the effective
date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option
shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated
basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued
in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive
program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control
(the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for
subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the
Grant Notice.


 


(b) Immediately following the Change
in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation
(or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction.


 


(c) If this option is assumed in
connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately adjusted, upon such
Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of
such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall
also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent that the holders
of Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation
(or its parent) may, in connection with the assumption of this option, substitute one or more shares of its own common stock with
a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control.


 


This Agreement shall not in any
way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.


 


7. Adjustment in Option Shares.
Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration, appropriate adjustments shall be made to (a) the total number and/or class of securities subject to this option
and (b) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.


 


8. Stockholder Rights.
The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have
exercised the option, paid the Exercise Price and become the record holder of the purchased Option Shares.


 


9. Manner of Exercising Option.


 


		(a)	In order to exercise this option with respect to all or any part of the Option Shares for which
this option is at the time exercisable, Optionee (or any other person or persons permitted to exercise the option) must take the
following actions: 



 


 






      



     

    

 


 


 


		(i)	Execute and deliver to the Corporation a Stock Purchase Agreement for the Option Shares for which
the option is exercised; 



 


		(ii)	Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:




 


		(A)	cash or check made payable to the Corporation; or 



 


		(B)	a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator
in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option
is exercised, then the Exercise Price may also be paid as follows: 



 


		(C)	in shares of Common Stock (1) held by Optionee (or any other person or persons exercising the
option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes
and (2) valued at Fair Market Value on the Exercise Date; or 



 


		(D)	to the extent the option is exercised for Vested Shares, through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable
instructions (1) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by
reason of such exercise and (2) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale; 



 


Except to the extent the sale and remittance procedure
is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Stock Purchase Agreement delivered
to the Corporation in connection with the option exercise.


 


		(iii)	Furnish to the Corporation appropriate documentation that the person or persons exercising the
option (if other than Optionee) have the right to exercise this option; 



 


		(iv)	Execute and deliver to the Corporation such written representations as may be requested by the
Corporation in order for it to comply with the applicable requirements of applicable securities laws; and 



 


		(v)	Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining
Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise.




 


		(b)	As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of
Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate
legends affixed thereto. 



 


		(c)	In no event may this option be exercised for any fractional shares. 



 


10. REPURCHASE RIGHTS.
ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS
TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE STOCK PURCHASE AGREEMENT.


 






      



     

    

 


 


 


11. Compliance with Laws
and Regulations.


 


		(a)	The exercise of this option and the issuance of the Option Shares upon such exercise shall be
subject to compliance by the Corporation and Optionee with all applicable requirements of laws, including, without limitation,
the laws of the PRC, U.S. federal and state securities laws, the Code, and with all applicable regulations of any applicable stock
exchange or quotation system on which the Common Stock may be traded at the time of such exercise and issuance. 



 


		(b)	The inability of the Corporation to obtain approval from any regulatory body having authority
deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve
the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. 



 


12. Successors and Assigns.
Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s permitted assigns and the legal
representatives, heirs and legatees of Optionee’s estate, whether or not any such person shall have become a party to this
Agreement or has agreed in writing to join herein and be bound by the terms hereof.


 


13. Notices. Any
notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing
and addressed to Optionee at the address indicated below Optionee’s signature line on the Grant Notice. All notices shall
be deemed effective upon personal delivery or on the third day following deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.


 


14. Financing. The
Plan Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise Price
for the purchased Option Shares (to the extent such Exercise Price is in excess of the par value of those shares) by delivering
a full-recourse, interest-bearing promissory note secured by those Option Shares. The payment schedule and other terms of any such
promissory note shall be established by the Plan Administrator in its sole discretion. However, any promissory note delivered by
a consultant or independent contractor must be secured by collateral in addition to the purchased shares of Common Stock.


 


15. Construction.
This Agreement and the option evidenced hereby are made and granted pursuant to the Plan, which is incorporated herein by reference.
In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of this Agreement shall prevail. All decisions of the Plan Administrator with respect to any question or issue arising
under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.


 


16. Governing Law.
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without
giving effect to that State’s choice of law or conflict-of-laws rules.


 


17. Stockholder Approval.
If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be
issued under the Plan as last approved by the stockholders, then this option shall be void with respect to such excess shares,
unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan
is obtained in accordance with the provisions of the Plan. The inability of the Corporation to obtain stockholder approval shall
relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval
shall not have been obtained.


 


18. At Will Employment.
Nothing in this Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing
or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service
at any time for any reason, with or without cause.


 


 






      



     

    

 


 


19. Additional Terms Applicable
to an Incentive Option. In the event this option is designated an Incentive Option in the Grant Notice, the following terms
and conditions shall also apply to the grant:


 


		(a)	This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and
to the extent) this option is exercised for one or more Option Shares: (i) more than three months after the date Optionee ceases
to be an Employee for any reason other than death or Disability or (ii) more than twelve months after the date Optionee ceases
to be an Employee by reason of Disability. 



 


		(b)	This option shall not become exercisable in the calendar year in which granted if (and to the
extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option would otherwise
first become exercisable in such calendar year would, when added to the aggregate value (determined as of the respective date or
dates of grant) of the Common Stock and any other securities for which one or more other Incentive Options granted to Optionee
prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first
become exercisable during the same calendar year, exceed $100,000 in the aggregate. To the extent the exercisability of this option
is deferred by reason of the foregoing limitation, the deferred portion shall become exercisable in the first calendar year or
years thereafter in which the $100,000 limitation of this Paragraph 19(b) would not be contravened, but such deferral shall in
all events end immediately prior to the effective date of a Change in Control in which this option is not to be assumed or otherwise
continued in effect, whereupon the option shall become immediately exercisable as a Non-Statutory Option for the deferred portion
of the Option Shares. 



 


(c) Should Optionee hold, in addition
to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar
year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied
to the option granted second.


 


APPENDIX 


 


 


The following definitions shall be in effect
under the Agreement:


 


A. Agreement shall mean this
Stock Option Agreement.


 


B. Board shall mean the Corporation’s
Board of Directors.


 


 


C. Change in Control shall mean
a change in ownership or control of the Corporation effected through any of the following transactions:


 


(i) a stockholder-approved merger,
consolidation or other reorganization in which securities representing more than 50% of the total combined voting power of the
Corporation’s outstanding securities are beneficially owned, directly or indirectly, by a person or persons different from
the person or persons who beneficially owned those securities immediately prior to such transaction;


 


(ii) a stockholder-approved sale,
transfer or other disposition of all or substantially all of the Corporation’s assets; or


 


(iii) the acquisition, directly
or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls,
is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13-d3
of the 1934 Act) of securities possessing more than 50% of the total combined voting power of the Corporation’s outstanding
securities from persons other than the Corporation.


 


 






      



     

    

 


 


In no event shall any public offering of the
Corporation’s securities be deemed to constitute a Change in Control. In no event shall a merger of the Corporation’s
Parent with the Corporation constitute a Change in Control.


 


		D.	Code shall mean the Internal Revenue Code of 1986, as amended.



 


		E.	Common Stock shall mean the common stock of the Corporation. 



 


F. Corporation shall mean China
XD Plastics Company Limited, a Nevada corporation, or any successor corporation to all or substantially all of the assets or the
voting stock of China XD Plastics Company Limited that has assumed this option.


 


G. Disability shall mean the
inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment that is expected to result in death or has lasted or can be expected to last for a continuous period of twelve months
or more.


 


H. Employee shall mean an individual
who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity
as to both the work to be performed and the manner and method of performance.


 


I. Exercise Date shall mean the
date on which the option shall have been exercised in accordance with this Agreement.


 


J. Exercise Price shall mean
the exercise price payable per Option Share as specified in the Grant Notice.


 


K. Expiration Date shall mean
the close of business on the date on which the option expires as specified in the Grant Notice.


 


L. Fair Market Value per share
of Common Stock on any relevant date shall be determined in accordance with the following provisions:


 


(i) If the Common Stock is at the
time listed on the Nasdaq Stock Market, then the Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question, as the price is reported by the National Association of Securities Dealers on the Nasdaq Stock Market
and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.


 


(ii) If the Common Stock is at
the time listed on any stock exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question on the stock exchange determined by the Plan Administrator to be the primary market for the Common Stock,
as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal.
If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.


 


(iii) If the Common Stock is at
the time neither listed on any stock exchange or the Nasdaq Stock Market, then the Fair Market Value shall be determined by the
Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.


 


M. Grant Date shall mean the
date of grant of the option as specified in the Grant Notice.


 


N. Grant Notice shall mean the
Notice of Grant of Stock Option accompanying this Agreement, pursuant to which Optionee has been informed of the basic terms of
the option evidenced hereby.


 


 






      



     

    

 


 


O. Incentive Option shall mean
an option that satisfies the requirements of Code Section 422.


 


P. Misconduct shall mean the
commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee
adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner; provided,
however, that if the term or concept has been defined in an employment agreement between the Corporation and Optionee, then
Misconduct shall have the definition set forth in such employment agreement. The foregoing definition shall not in any way preclude
or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee or other person in
the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions
shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct.


 


Q. 1934 Act shall mean the Securities
Exchange Act of 1934, as amended.


 


 


R. Non-Statutory Option shall
mean an option that is not intended to satisfy the requirements of Code Section 422.


 


   S.
Option Shares shall mean the shares of Common Stock subject to the option. 


 


T. Optionee shall mean the person
to whom the option is granted as specified in the Grant Notice.


 


U. Parent shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.


 


V. Plan shall mean the China
XD Plastics Company Limited 2020 Stock Option/Stock Issuance Plan.


 


W. Plan Administrator shall mean
either the Board or a committee of the Board acting in its capacity as administrator of the Plan.


 


X. Purchase Agreement shall mean
the stock purchase agreement in substantially the form of Exhibit B to the Grant Notice.


 


Y. Service shall mean the Optionee’s
performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a member of the board
of directors or an independent contractor.


 


Z. Stock Purchase Agreement shall
mean the stock purchase agreement in substantially the form of Exhibit B to the Grant Notice.


 


AA. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


BB. Unvested Shares shall mean
the Option Shares which have not vested in accordance with the Vesting Schedule applicable to those shares or any special vesting
acceleration provisions and which are subject to the Corporation’s right to repurchase those shares upon termination of Service.


 


CC. Vested Shares shall mean
the Option Shares which have vested in accordance with the Vesting Schedule applicable to those shares or any special vesting acceleration
provisions and which are no longer subject to the Corporation’s right to repurchase those shares upon termination of Service.


 


DD. Vesting Schedule shall mean
the vesting schedule specified in the Grant Notice.


 




      



     

    


 


 


CHINA XD PLASTICS COMPANY LIMITED 


 


STOCK OPTION AGREEMENT 


(Non-Qualified Stock Option) 


 


		A.	The Board has adopted the Plan for the purpose of retaining the services of selected Employees,
members of the Board or the board of directors of any Parent or Subsidiary and independent contractors in the service of the Corporation
(or any Parent or Subsidiary). 



 


		B.	Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and this
Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s
grant of an option to Optionee. 



 


		C.	All capitalized terms in this Agreement shall have the meaning assigned to them in the attached
Appendix. 



 


NOW, THEREFORE, it is hereby
agreed as follows:


 


		1.	Grant of Option. The Corporation hereby grants to Optionee, as of the Grant Date,
an option to purchase the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price. 



 


2. Option Term. This option shall expire
on the Expiration Date, unless sooner terminated in accordance with this Agreement.


 


3. Limited Transferability.


 


(a) This option shall be neither
transferable nor assignable by Optionee other than by will or the laws of inheritance following Optionee’s death and may
be exercised, during Optionee’s lifetime, only by Optionee.


 


(b) Notwithstanding the foregoing,
if this option is designated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part during
Optionee’s lifetime to one or more members of Optionee’s family (as defined in Rule 701 promulgated by the Securities
and Exchange Commission) or to a trust established for the benefit of one or more such family members or to Optionee’s former
spouse, to the extent such assignment is in connection with the Optionee’s estate plan or pursuant to a domestic relations
order. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such
assignment.


 


4. Dates of Exercise.
This option shall become exercisable for the Option Shares as specified in the Grant Notice. If the option is exercisable in installments,
then as the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration Date or sooner termination of the option under this Agreement.


 


5. Cessation of Service.
The option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration
Date should any of the following provisions become applicable:


 


(a) Should Optionee cease to remain
in Service for any reason (other than death, Disability or Misconduct), then this option shall be exercisable for the number of
Option Shares which were Vested Shares at the time of Optionee’s cessation of Service and shall remain exercisable until
the earlier of (i) the close of business on the three month anniversary of the date Optionee’s Service ceases or (ii)
the Expiration Date.


 


 






      



     

    

 


 


(b) Should Optionee cease to remain
in Service by reason of death or Disability, then this option shall be exercisable for the number of Option Shares which were Vested
Shares at the time of Optionee’s cessation of Service and shall remain exercisable until the earlier of (i) the close
of business on the twelve month anniversary of the date Optionee’s Service ceases or (ii) the Expiration Date.


 


(c) No additional vesting will
occur after the date the Optionee’s Service ceases, and this option shall immediately terminate with respect to the Unvested
Shares. Upon the expiration of any post-Service exercise period or (if earlier) upon the Expiration Date, this option shall terminate
with respect to the Vested Shares.


 


(d) Should Optionee’s Service
be terminated for Misconduct or should Optionee otherwise engage in Misconduct while this option is outstanding, then this option
shall terminate immediately with respect to all Option Shares.


 


6. Accelerated Vesting.


 


(a) Immediately prior to the effective
date of the Change in Control, the Unvested Shares subject to this option shall automatically become Vested Shares, and this option
shall become exercisable for all of the Option Shares. However, the Unvested Shares shall not vest on such an accelerated
basis if and to the extent: (i) this option will be assumed by the successor corporation (or parent thereof) or otherwise continued
in effect pursuant to the terms of the Change in Control transaction or (ii) this option is to be replaced with a cash incentive
program of the successor corporation which preserves the spread existing on the Unvested Shares at the time of the Change in Control
(the excess of the Fair Market Value of those Unvested Shares over the Exercise Price payable for such shares) and provides for
subsequent payout of that spread no later than the time Optionee would otherwise vest in the Option Shares as set forth in the
Grant Notice.


 


(b) Immediately following the Change
in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation
(or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction.


 


		(c)	If this option is assumed in connection with a Change in Control or otherwise continued in effect,
then this option shall be appropriately adjusted, upon such Change in Control, to apply to the number and class of securities which
would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior
to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate
Exercise Price shall remain the same. To the extent that the holders of Common Stock receive cash consideration for their Common
Stock in consummation of the Change in Control, the successor corporation (or its parent) may, in connection with the assumption
of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration
paid per share of Common Stock in such Change in Control. 



 


		(c)	This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets. 



 


7. Adjustment in Option Shares.
Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration, appropriate adjustments shall be made to (a) the total number and/or class of securities subject to this option
and (b) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder.


 


8. Stockholder Rights.
The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have
exercised the option, paid the Exercise Price and become the record holder of the purchased Option Shares.


 


 






      



     

    

 


 


9. Manner of Exercising Option.


 


		(d)	In order to exercise this option with respect to all or any part of the Option Shares for which
this option is at the time exercisable, Optionee (or any other person or persons permitted to exercise the option) must take the
following actions: 



 


		(vi)	Execute and deliver to the Corporation a Stock Purchase Agreement for the Option Shares for which
the option is exercised; 



 


		(vii)	Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms:




 


		(E)	cash or check made payable to the Corporation; or 



 


		(F)	a promissory note payable to the Corporation, but only to the extent authorized by the Plan Administrator
in accordance with Paragraph 14. Should the Common Stock be registered under Section 12 of the 1934 Act at the time the option
is exercised, then the Exercise Price may also be paid as follows: 



 


		(G)	in shares of Common Stock (1) held by Optionee (or any other person or persons exercising the
option) for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes
and (2) valued at Fair Market Value on the Exercise Date; or 



 


		(H)	to the extent the option is exercised for Vested Shares, through a special sale and remittance
procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable
instructions (1) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price
payable for the purchased shares plus all applicable income and employment taxes required to be withheld by the Corporation by
reason of such exercise and (2) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage
firm in order to complete the sale; 



 


Except to the extent the sale and
remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Stock
Purchase Agreement delivered to the Corporation in connection with the option exercise.


 


		(viii)	Furnish to the Corporation appropriate documentation that the person or persons exercising the
option (if other than Optionee) have the right to exercise this option; 



 


		(ix)	Execute and deliver to the Corporation such written representations as may be requested by the
Corporation in order for it to comply with the applicable requirements of applicable securities laws; and 



 


		(x)	Make appropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining
Optionee) for the satisfaction of all applicable income and employment tax withholding requirements applicable to the option exercise.




 


		(e)	As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of
Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate
legends affixed thereto. 



 


		(f)	In no event may this option be exercised for any fractional shares. 



 


 






      



     

    

 


 


10. REPURCHASE RIGHTS.
ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE CORPORATION AND ITS ASSIGNS
TO REPURCHASE THOSE SHARES IN ACCORDANCE WITH THE TERMS SPECIFIED IN THE STOCK PURCHASE AGREEMENT.


 


11. Compliance with Laws
and Regulations.


 


		(a)	The exercise of this option and the issuance of the Option Shares upon such exercise shall be
subject to compliance by the Corporation and Optionee with all applicable requirements of laws, including, without limitation,
the laws of the PRC, U.S. federal and state securities laws, the Code, and with all applicable regulations of any applicable stock
exchange or quotation system on which the Common Stock may be traded at the time of such exercise and issuance. 



 


		(b)	The inability of the Corporation to obtain approval from any regulatory body having authority
deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve
the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. 



 


 


12. Successors and Assigns.
Except to the extent otherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of,
and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee’s permitted assigns and the legal
representatives, heirs and legatees of Optionee’s estate, whether or not any such person shall have become a party to this
Agreement or has agreed in writing to join herein and be bound by the terms hereof.


 


13. Notices. Any
notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing
and addressed to Optionee at the address indicated below Optionee’s signature line on the Grant Notice. All notices shall
be deemed effective upon personal delivery or on the third day following deposit in the U.S. mail, postage prepaid and properly
addressed to the party to be notified.


 


14. Financing. The
Plan Administrator may, in its absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise Price
for the purchased Option Shares (to the extent such Exercise Price is in excess of the par value of those shares) by delivering
a full-recourse, interest-bearing promissory note secured by those Option Shares. The payment schedule and other terms of any such
promissory note shall be established by the Plan Administrator in its sole discretion. However, any promissory note delivered by
a consultant must be secured by collateral in addition to the purchased shares of Common Stock.


 


15. Construction.
This Agreement and the option evidenced hereby are made and granted pursuant to the Plan, which is incorporated herein by reference.
In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms
and conditions of this Agreement shall prevail. All decisions of the Plan Administrator with respect to any question or issue arising
under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.


 


16. Governing Law.
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without
giving effect to that State’s choice of law or conflict-of-laws rules.


 


17. Stockholder Approval.
If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be
issued under the Plan as last approved by the stockholders, then this option shall be void with respect to such excess shares,
unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan
is obtained in accordance with the provisions of the Plan. The inability of the Corporation to obtain stockholder approval shall
relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval
shall not have been obtained.


 


 






      



     

    

 


 


18. At Will Employment.
Nothing in this Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing
or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service
at any time for any reason, with or without cause.


 


19. Additional Terms Applicable
to an Incentive Option. In the event this option is designated an Incentive Option in the Grant Notice, the following terms
and conditions shall also apply to the grant:


 


		(a)	This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and
to the extent) this option is exercised for one or more Option Shares: (i) more than three months after the date Optionee ceases
to be an Employee for any reason other than death or Disability or (ii) more than twelve months after the date Optionee ceases
to be an Employee by reason of Disability. 



 


		(b)	This option shall not become exercisable in the calendar year in which granted if (and to the
extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option would otherwise
first become exercisable in such calendar year would, when added to the aggregate value (determined as of the respective date or
dates of grant) of the Common Stock and any other securities for which one or more other Incentive Options granted to Optionee
prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first
become exercisable during the same calendar year, exceed $100,000 in the aggregate. To the extent the exercisability of this option
is deferred by reason of the foregoing limitation, the deferred portion shall become exercisable in the first calendar year or
years thereafter in which the $100,000 limitation of this Paragraph 19(b) would not be contravened, but such deferral shall in
all events end immediately prior to the effective date of a Change in Control in which this option is not to be assumed or otherwise
continued in effect, whereupon the option shall become immediately exercisable as a Non-Statutory Option for the deferred portion
of the Option Shares. 



 


(c) Should Optionee hold, in addition
to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar
year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied
to the option granted second.


 


APPENDIX 


 


The following definitions shall be in effect
under the Agreement:


 


 


A. Agreement shall mean this
Stock Option Agreement.


 


B. Board shall mean the Corporation’s
Board of Directors.


 


C. Change in Control shall mean
a change in ownership or control of the Corporation effected through any of the following transactions:


 


(i) a stockholder-approved merger,
consolidation or other reorganization in which securities representing more than 50% of the total combined voting power of the
Corporation’s outstanding securities are beneficially owned, directly or indirectly, by a person or persons different from
the person or persons who beneficially owned those securities immediately prior to such transaction;


(ii) a stockholder-approved sale,
transfer or other disposition of all or substantially all of the Corporation’s assets; or


 


(iii) the acquisition, directly
or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls,
is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13-d3
of the 1934 Act) of securities possessing more than 50% of the total combined voting power of the Corporation’s outstanding
securities from persons other than the Corporation.


 


 






      



     

    

 


 


In no event shall any public offering of the
Corporation’s securities be deemed to constitute a Change in Control. In no event shall a merger of the Corporation’s
Parent with the Corporation constitute a Change in Control.


 


D. Code shall mean the Internal
Revenue Code of 1986, as amended.


 


E. Common Stock shall mean the
common stock of the Corporation.


 


F. Corporation shall mean China
XD Plastics Company Limited, a Nevada corporation, or any successor corporation to all or substantially all of the assets or the
voting stock of China XD Plastics Company Limited that has assumed this option.


 


G. Disability shall mean the
inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment that is expected to result in death or has lasted or can be expected to last for a continuous period of twelve months
or more.


 


H. Employee shall mean an individual
who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity
as to both the work to be performed and the manner and method of performance.


 


I. Exercise Date shall mean the
date on which the option shall have been exercised in accordance with this Agreement.


 


J. Exercise Price shall mean
the exercise price payable per Option Share as specified in the Grant Notice.


 


K. Expiration Date shall mean
the close of business on the date on which the option expires as specified in the Grant Notice.


 


L. Fair Market Value per share
of Common Stock on any relevant date shall be determined in accordance with the following provisions:


 


(i) If the Common Stock is at the
time listed on the Nasdaq Stock Market, then the Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question, as the price is reported by the National Association of Securities Dealers on the Nasdaq Stock Market
and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.


 


(ii) If the Common Stock is at
the time listed on any stock exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question on the stock exchange determined by the Plan Administrator to be the primary market for the Common Stock,
as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal.
If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.


 


(iii) If the Common Stock is at
the time neither listed on any stock exchange or the Nasdaq Stock Market, then the Fair Market Value shall be determined by the
Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.


 


M. Grant Date shall mean the
date of grant of the option as specified in the Grant Notice.


 


N. Grant Notice shall mean the
Notice of Grant of Stock Option accompanying this Agreement, pursuant to which Optionee has been informed of the basic terms of
the option evidenced hereby.


 


 






      



     

    

 


 


O. Incentive Option shall mean
an option that satisfies the requirements of Code Section 422.


 


P. Misconduct shall mean the
commission of any act of fraud, embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by Optionee
adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner; provided,
however, that if the term or concept has been defined in an employment agreement between the Corporation and Optionee, then
Misconduct shall have the definition set forth in such employment agreement. The foregoing definition shall not in any way preclude
or restrict the right of the Corporation (or any Parent or Subsidiary) to discharge or dismiss any Optionee or other person in
the Service of the Corporation (or any Parent or Subsidiary) for any other acts or omissions, but such other acts or omissions
shall not be deemed, for purposes of the Plan or this Agreement, to constitute grounds for termination for Misconduct.


 


Q. 1934 Act shall mean the Securities
Exchange Act of 1934, as amended.


 


R. Non-Statutory Option shall
mean an option that is not intended to satisfy the requirements of Code Section 422.


 


S. Option Shares shall mean the
shares of Common Stock subject to the option.


 


T. Optionee shall mean the person
to whom the option is granted as specified in the Grant Notice.


 


U. Parent shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.


 


V. Plan shall mean the China
XD Plastics Company Limited 2020 Stock Option/Stock Issuance Plan.


 


W. Plan Administrator shall mean
either the Board or a committee of the Board acting in its capacity as administrator of the Plan.


 


X. Purchase Agreement shall mean
the stock purchase agreement in substantially the form of Exhibit B to the Grant Notice.


 


Y. Service shall mean the Optionee’s
performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a member of the board
of directors or an independent contractor.


 


Z. Stock Purchase Agreement shall
mean the stock purchase agreement in substantially the form of Exhibit B to the Grant Notice.


 


AA. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


BB. Unvested Shares shall mean
the Option Shares which have not vested in accordance with the Vesting Schedule applicable to those shares or any special vesting
acceleration provisions and which are subject to the Corporation’s right to repurchase those shares upon termination of Service.


 


CC. Vested Shares shall mean
the Option Shares which have vested in accordance with the Vesting Schedule applicable to those shares or any special vesting acceleration
provisions and which are no longer subject to the Corporation’s right to repurchase those shares upon termination of Service.


 


DD. Vesting Schedule shall mean
the vesting schedule specified in the Grant Notice.


 


 




      



     

    


 


EXHIBIT B 


CHINA XD PLASTICS COMPANY LIMITED


 


FORM STOCK PURCHASE AGREEMENT 


 


AGREEMENT made as of this         
day of                                     ,
                 by and between the Corporation,
and                                         
    , Optionee under the Plan.


 


All capitalized terms in this Agreement shall
have the meaning assigned to them in this Agreement or in the attached Appendix.


 


	 	A.	
        EXERCISE OF OPTION

         



 


1. Exercise. Optionee hereby
purchases                         
shares of Common Stock (the “Purchased Shares”) at the exercise price of $                    
per share (the “Exercise Price”) pursuant to the exercise of that certain option (the “Option”) granted
to Optionee pursuant to the Plan.


 


2. Payment. Concurrently with
the delivery of this Agreement to the Corporation, Optionee shall pay the aggregate Exercise Price for all of the Purchased Shares
in accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the
Option Agreement as a condition for exercise, together with a duly-executed blank Assignment Separate from Certificate (in the
form attached hereto as Exhibit I) with respect to the Purchased Shares.


 


3. Stockholder Rights. Until
such time as the Corporation exercises the Repurchase Right or the First Refusal Right, Optionee (or any successor in interest)
shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Purchased Shares, subject,
however, to the transfer restrictions imposed by this Agreement.


 


	 	B.	
        SECURITIES LAW COMPLIANCE

         



 


		1.	Restricted Securities. The Purchased Shares have not been registered under the
1933 Act and are being issued to Optionee in reliance upon the exemption from such registration provided by Section 4(2) of the
1933 Act or SEC Rule 504, 505, 506 or 701. Optionee hereby confirms that Optionee has been informed that the Purchased Shares are
restricted securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered
under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Optionee hereby acknowledges
that Optionee is acquiring the Purchased Shares for investment purposes only and not with a view to resale and is prepared to hold
the Purchased Shares for an indefinite period and that Optionee is aware that SEC Rule 144 issued under the 1933 Act which exempts
certain resales of unrestricted securities is not presently available to exempt the resale of the Purchased Shares from the registration
requirements of the 1933 Act. 



 


2. Restrictions on Disposition of Purchased
Shares.


 


		(a)	Optionee shall make no disposition of the Purchased Shares (other than a Permitted Transfer)
unless and until there is compliance with all of the following requirements: 



 


		(i)	Optionee shall have provided the Corporation with a written summary of the terms and conditions
of the proposed disposition. 



 


		(ii)	Optionee shall have complied with all requirements of this Agreement applicable to the disposition
of the Purchased Shares. 



 


		(iii)	Optionee shall have provided the Corporation with written assurances, in form and substance satisfactory
to the Corporation, that (A) the proposed disposition does not require registration of the Purchased Shares under the 1933 Act
or (B) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption from
registration available under the 1933 Act (including Rule 144) has been taken. 



 


 






      



     

    

 


 


(b) The Corporation shall not
be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the provisions
of this Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting, dividend or liquidation
rights to, any transferee to whom the Purchased Shares have been transferred in contravention of this Agreement.


 


3. Restrictive Legends. The stock
certificates representing the Purchased Shares shall be endorsed with one or more of the following restrictive legends:


 


“The shares represented by this certificate have
not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of (a) an effective
registration statement for the shares under such Act, (b) a “no action” letter of the Securities and Exchange Commission
with respect to such sale or offer or (c) satisfactory assurances to the Corporation that registration under such Act is not required
with respect to such sale or offer.”


 


“The shares represented by this certificate are
subject to certain repurchase rights and rights of first refusal granted to the Corporation and accordingly may not be sold, assigned,
transferred, encumbered, or in any manner disposed of except in conformity with the terms of a written agreement between the Corporation
and the registered holder of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained
at the Corporation’s principal corporate offices.”


 


	 	C.	
        TRANSFER RESTRICTIONS

         



 


		1.	Restriction on Transfer. Except for any Permitted Transfer, (a) Optionee shall
not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (b) Optionee shall not transfer, assign,
encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or
the transfer restrictions set forth in Article B. 



 


2. Transferee Obligations. Each
person (other than the Corporation) to whom the Purchased Shares are transferred by means of a Permitted Transfer must, as a condition
precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound by the provisions
of this Agreement and that the transferred shares are subject to (a) the Repurchase Right, (b) the First Refusal Right, (c) the
Market Stand-Off and (d) the transfer restrictions set forth in Article B, to the same extent such shares would be so subject if
retained by Optionee.


 


3. Market Stand-Off.


 


		(a)	In connection with the Corporation’s any underwritten public offering by the Corporation
of its equity securities pursuant to an effective registration statement filed under the 1933 Act, Owner shall not sell, make any
short sale of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for
value or otherwise agree to engage in any of the foregoing transactions with respect to, any Vested Shares without the prior written
consent of the Corporation or its underwriters (the “Market Stand-Off”). The Market Stand-Off shall be in effect for
such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation
or such underwriters; provided, however, that such period shall not exceed one hundred eighty days. 



 


(b) Owner shall be subject to the
Market Stand-Off provided and only if the officers and directors of the Corporation are also subject to similar restrictions.


 


(c) Any new, substituted or additional
securities that are by reason of any Recapitalization or Reorganization distributed with respect to Vested Shares shall be immediately
subject to the Market Stand-Off.


 


 






      



     

    

 


 


(d) In order to enforce the Market
Stand-Off, the Corporation may impose stop-transfer instructions with respect to Vested Shares until the end of the applicable
stand-off period.


 


	 	D.	REPURCHASE RIGHT


 


		1.	Grant. The Corporation shall have the right (the “Repurchase Right”)
to repurchase at the Repurchase Price, any or all of the Purchased Shares which are Unvested shares at the time Optionee’s
Service ceases. 



 


2. Exercise of the Repurchase Right.
The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares at any time during the
sixty day period following the date Optionee ceases for any reason to remain in Service or (if later) during the sixty day period
following the execution date of this Agreement. The notice shall indicate the number of Unvested Shares to be repurchased, the
Repurchase Price to be paid, and the date on which the repurchase is to be effected, such date to be not more than thirty days
after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation
on the closing date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall
pay to Owner, in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to the
aggregate Repurchase Price for the Unvested Shares which are to be repurchased from Owner.


 


3. Termination of the Repurchase Right.
The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph D.2.
In addition, the Repurchase Right shall terminate and cease to be exercisable as and when the Purchased Shares become Vested Shares.
All Vested Shares shall, however, be subject to (a) the First Refusal Right, (b) the Market Stand Off and (c) the transfer restrictions
set forth in Article B.


 


4. Aggregate Vesting Limitation.
If the Option is exercised in more than one increment so that Optionee is a party to other Stock Purchase Agreements (the “Prior
Purchase Agreements”) which are executed prior to the date of this Agreement, then the total number of Purchased Shares as
to which Optionee shall be deemed to have a fully-vested interest under this Agreement and all Prior Purchase Agreements shall
not exceed in the aggregate the number of Purchased Shares in which Optionee would otherwise at the time be vested, in accordance
with the Vesting Schedule, had all the Purchased Shares (including those acquired under the Prior Purchase Agreements) been acquired
exclusively under this Agreement.


 


5. Recapitalization. Any new,
substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by
reason of any Recapitalization distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Right
and any escrow requirements hereunder. Appropriate adjustments to reflect such distribution shall be made to the number and/or
class of Unvested Shares subject to this Agreement. In addition, for purposes of determining the Repurchase Price, appropriate
adjustments shall be made to the Exercise Price in order to reflect the effect of any such Recapitalization upon the Corporation’s
capital structure; provided, however, that the aggregate Exercise Price shall remain the same.


 


6. Change in Control.


 


		(a)	The Repurchase Right shall automatically terminate in its entirety, and all Unvested Shares shall
become Vested Shares, upon the consummation of a Change in Control, except to the extent (i) the Repurchase Right is to be assigned
to the successor entity (or its parent) or is to be otherwise continued in effect pursuant to the terms of the Change in Control
transaction or (ii) the property (including cash payments) issued with respect to Unvested Shares is to be held in escrow and released
in accordance with the Vesting Schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control transaction.




 


(b) To the extent the Repurchase
Right remains in effect following a Change in Control, such right shall apply to any new securities or other property (including
any cash payments) received in exchange for the Unvested Shares in consummation of the Change in Control. For purposes of determining
the Repurchase Price, appropriate adjustments shall be made to the Exercise Price to reflect the effect (if any) of the Change
in Control upon the Corporation’s capital structure; provided, however, that the aggregate Exercise Price shall remain
the same. The new securities or other property (including any cash payments) issued or distributed with respect to the Unvested
Shares in consummation of the Change in Control shall be immediately deposited in escrow with the Corporation (or the successor
entity) and shall not be released from escrow until Optionee vests in such securities or other property in accordance with the
Vesting Schedule.


 


 






      



     

    

 


 


	 	E.	RIGHT OF FIRST REFUSAL


 


		1.	Grant. The Corporation shall have the right of first refusal (the “First
Refusal Right”) exercisable in connection with any proposed transfer of Vested Shares. For purposes of this Article E, the
term “transfer” shall include any sale, assignment, pledge, encumbrance or other disposition of Vested Shares intended
to be made by Owner, but shall not include any Permitted Transfer. 



 


		2.	Notice of Intended Disposition. In the event any Owner of Vested Shares desires
to accept a bona fide third-party offer for the transfer of any or all of such shares (Vested Shares subject to such offer to be
hereinafter referred to as the “Target Shares”), Owner shall promptly (a) deliver to the Corporation written notice
(the “Disposition Notice”) of the terms of the offer, including the purchase price and the identity of the third-party
offeror, and (b) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be
in contravention of the provisions set forth in Articles B and C. 



 


3. Exercise of the First Refusal Right.
The Corporation shall have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same
terms as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice)
to which Owner consents. Such right shall be exercisable by delivery of written notice (the “Exercise Notice”) to Owner
prior to the twenty-fifth day following the Corporation’s receipt of the Disposition Notice. If such right is exercised with
respect to all the Target Shares, then the Corporation shall effect the repurchase of such shares, including payment of the purchase
price, not more than five business days after delivery of the Exercise Notice; and at such time the certificates representing the
Target Shares shall be delivered to the Corporation.


 


Should the purchase price specified in the
Disposition Notice be payable in property other than cash or evidences of indebtedness, the Corporation shall have the right to
pay the purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree
on such cash value within ten days after the Corporation’s receipt of the Disposition Notice, the valuation shall be made
by an appraiser of recognized standing selected by Owner and the Corporation or, if they cannot agree on an appraiser within twenty
days after the Corporation’s receipt of the Disposition Notice, each shall select an appraiser of recognized standing and
the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.
Owner and the Corporation shall share the cost of such appraisal equally. The closing shall then be held on the later of
(i) the fifth business day following delivery of the Exercise Notice or (ii) the fifth business day after such valuation shall
have been made.


 


4. Non-Exercise of the First Refusal
Right. In the event the Exercise Notice is not given to Owner prior to the expiration of the twenty-five day exercise period,
Owner shall have a period of thirty days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party
offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror
than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected
in contravention of the provisions of Articles B and C. The third-party offeror shall acquire the Target Shares subject to the
First Refusal Right and the provisions and restrictions of Article B and Paragraph C.3, and any subsequent disposition of the acquired
shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions
of Article B and Paragraph C.3. In the event Owner does not effect such sale or disposition of the Target Shares within the specified
thirty day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by
Owner until such right lapses.


 


5. Partial Exercise of the First Refusal
Right. In the event the Corporation makes a timely exercise of the First Refusal Right with respect to a portion, but not
all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the
Corporation delivered within five business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target
Shares pursuant to either of the following alternatives:


 


 






      



     

    

 


 


		(a)	sale or other disposition of some or all the Target Shares to the third-party offeror identified
in the Disposition Notice, but in full compliance with the requirements of Paragraph E.4, as if the Corporation did not exercise
the First Refusal Right; or 



 


(b) sale to the Corporation of
the portion of the Target Shares which the Corporation has elected to purchase, such sale to be effected in substantial conformity
with the provisions of Paragraph E.3. The First Refusal Right shall continue to be applicable to any subsequent disposition of
the remaining Target Shares until such right lapses.


 


Owner’s failure to deliver timely notification
to the Corporation shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (a) above.


 


6. Recapitalization/Reorganization.


 


		(a)	Any new, substituted or additional securities or other property that is by reason of any Recapitalization
distributed with respect to Vested Shares shall be immediately subject to the First Refusal Right. 



 


		(b)	In the event of a Reorganization, the First Refusal Right shall remain in full force and effect
and shall apply to the new capital stock or other property received in exchange for Vested Shares in consummation of the Reorganization
and shall apply to the remaining Unvested Shares as and when they become Vested Shares. 



 


7. Lapse. The First Refusal Right
shall lapse upon the earlier to occur of (a) a firm commitment underwritten public offering, pursuant to an effective registration
statement under the 1933 Act, covering the offer and sale of the Common Stock in the aggregate amount of at least $20,000,000 or
(b) the acquisition of the Corporation by an entity that is traded on a stock exchange or the Nasdaq Stock Market. However, the
Market Stand-Off shall continue to remain in full force and effect following the lapse of the First Refusal Right, in the case
of a transaction described in (a) above.


 


	 	F.	SPECIAL TAX ELECTION


 


The acquisition of the Purchased Shares may
result in adverse tax consequences that may be avoided or mitigated by filing an election under Code Section 83(b). Such election
must be filed with the Internal Revenue Service within thirty days after the date of this Agreement. A description of the tax consequences
applicable to the acquisition of the Purchased Shares and the form for making the Code Section 83(b) election are set forth in
Exhibit II. Optionee should consult with his or her tax advisor to determine the tax consequences of acquiring the Purchased
Shares and the advantages and disadvantages of filing the Code Section 83(b) election. Optionee acknowledges that it is Optionee’s
sole responsibility, and not the Corporation’s responsibility, to file a timely election under Code Section 83(b), even if
Optionee requests the Corporation or its representatives to make this filing on his or her behalf.


 


	 	G.	GENERAL PROVISIONS


 


		1.	Assignment. The Corporation may assign the Repurchase Right and/or the First Refusal
Right to any person or entity selected by the Plan Administrator, including (without limitation) one or more stockholders of the
Corporation. 



 


2. At Will Employment. Nothing
in this Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining
Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time
for any reason, with or without cause.


 


3. Notices. Any notice required
to be given under this Agreement shall be in writing and shall be deemed effective upon personal delivery or on the third day following
deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice
at the address indicated below such party’s signature line on this Agreement or at such other address as such party may designate
by ten days advance written notice under this paragraph to all other parties to this Agreement.


 


 






      



     

    

 


 


4. No Waiver. The failure of
the Corporation in any instance to exercise the Repurchase Right or the First Refusal Right shall not constitute a waiver of any
other repurchase rights and/or rights of first refusal that may subsequently arise under the provisions of this Agreement or any
other agreement between the Corporation and Optionee. No waiver of any breach or condition of this Agreement shall be deemed to
be a waiver of any other or subsequent breach or condition, whether of like or different nature.


 


5. Cancellation of Shares. If
the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration
for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time,
the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the
right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance
with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement.


 


6. Governing Law. The interpretation,
performance and enforcement of this Agreement shall be governed by the laws of the State of California without giving effect to
that State’s choice of law or conflict-of-laws rules.


 


7. Optionee Undertaking. Optionee
hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or
advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Optionee or the Purchased
Shares pursuant to the provisions of this Agreement.


 


8. Construction. The Plan is
incorporated herein by reference. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the
terms of this Agreement shall prevail. All decisions of the Plan Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option.


 


9. Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instrument.


 


10. Successors and Assigns. The
provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns
and upon Optionee, Optionee’s permitted assigns and the legal representatives, heirs and legatees of Optionee’s estate,
whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound
by the terms hereof.


 


IN WITNESS WHEREOF, the parties have
executed this Agreement on the day and year first indicated above.


 


 






      



     

    

 


 


	 	 	 
	CHINA XD PLASTICS COMPANY LIMITED
	 	 
	By:	 	 
	 	 
	Name:	 	 
	 	 
	Title:	 	 
	 	 
	Address:	 	 
	 	 
	 	 	 
	 
	OPTIONEE
	 	 
	Signature:	 	 
	 	 
	Printed Name:	 	 
	 	 
	Address:	 	 
	 	 
	 	 	 



 


 


 




      



     

    


SPOUSAL ACKNOWLEDGMENT 


 


The undersigned spouse of Optionee has read
and hereby approves the foregoing Stock Purchase Agreement. In consideration of the Corporation’s granting Optionee the right
to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms of such Agreement, including (without limitation) the right of the Corporation (or its assigns) to purchase
any Purchased Shares in which Optionee is not vested at the time of his or her cessation of Service.


 


	 	 	 
	 
	 
	
        OPTIONEE’S SPOUSE

         

	 	 
	Address:	 	 
	 	 
	 	 	 


 


 


 


 


 




      



     

    


EXHIBIT I 


 


ASSIGNMENT SEPARATE FROM CERTIFICATE 


 


FOR VALUE RECEIVED                                 
hereby sell(s), assign(s) and transfer(s) unto China XD Plastics Company Limited or its successors or assigns (the “Corporation”),
                                
(            ) shares of the Common Stock of the Corporation
standing in his or her name on the books of the Corporation represented by Certificate No.                                 
herewith and do(es) hereby irrevocably constitute and appoint                                 
as Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.


 


Dated:


 


	 	 	 
	 	 
	Signature 	 	 


 


Instruction: Please do not fill in any blanks other than
the signature line. Please sign exactly as you would like your name to appear on the issued stock certificate. The purpose of this
assignment is to enable the Corporation to exercise the Repurchase Right without requiring additional signatures on the part of
Optionee.


 


 


 




      



     

    


EXHIBIT 2


 


FEDERAL INCOME TAX CONSEQUENCES AND 


SECTION 83(b) TAX ELECTION 1


 


		I.	Federal Income Tax Consequences and Section 83(b) Election For Exercise of Non-Statutory
Option. If the Purchased Shares are acquired pursuant to the exercise of a Non-Statutory Option as specified in the Grant
Notice, then under Code Section 83, the excess of the Fair Market Value of the Purchased Shares on the date any forfeiture restrictions
applicable to such shares lapse over the Exercise Price paid for those shares will be reportable as ordinary income on the lapse
date. For this purpose, the term “forfeiture restrictions” includes the right of the Corporation to repurchase the
Purchased Shares pursuant to the Repurchase Right. However, Optionee may elect under Code Section 83(b) to be taxed at the time
the Purchased Shares are acquired, rather than when and as such Purchased Shares cease to be subject to such forfeiture restrictions.
Such election must be filed with the Internal Revenue Service within thirty days after the date of the Agreement. Even if the Fair
Market Value of the Purchased Shares on the date of the Agreement equals the Exercise Price paid (and thus no tax is payable),
the election must be made to avoid potentially adverse tax consequences in the future. The form for making this election is attached
as part of this exhibit. Failure to make this filing within the applicable thirty day period may result in the recognition of
ordinary income by Optionee as the forfeiture restrictions lapse. 



 


		II.	Federal Income Tax Consequences and Conditional Section 83(b) Election For Exercise of
Incentive Option. If the Purchased Shares are acquired pursuant to the exercise of an Incentive Option, as specified in
the Grant Notice, then the following tax principles shall be applicable to the Purchased Shares: 



 


		(i)	For regular tax purposes, no taxable income will be recognized at the time the Option is exercised.
 



 


		(ii)	The excess of (a) the Fair Market Value of the Purchased Shares on the date the Option is exercised
or (if later) on the date any forfeiture restrictions applicable to the Purchased Shares lapse over (b) the Exercise Price paid
for the Purchased Shares will be includible in Optionee’s taxable income for alternative minimum tax purposes.  



 


		(iii)	If Optionee makes a disqualifying disposition of the Purchased Shares, then, in most cases, Optionee
will recognize ordinary income in the year of such disposition equal in amount to the excess of (a) the Fair Market Value of the
Purchased Shares on the date the Option is exercised or (if later) on the date any forfeiture restrictions applicable to the Purchased
Shares lapse over (b) the Exercise Price paid for the Purchased Shares. Any additional gain recognized upon the disqualifying disposition
will be either short-term or long-term capital gain depending upon the period for which the Purchased Shares are held prior to
the disposition.  



 


		(iv)	For purposes of the foregoing, the term “forfeiture restrictions” will include the
right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right. The term “disqualifying disposition”
means any sale or other disposition1 of the
Purchased Shares within either two years after the date the option was granted to Optionee or within one year after the exercise
date of the Option.  



 


		(v)	In the absence of final Treasury Regulations relating to Incentive Options, it is not certain
whether Optionee may, in connection with the exercise of the Option for any Purchased Shares at the time subject to forfeiture
restrictions, file a protective election under Code Section 83(b) which would limit Optionee’s ordinary income upon a disqualifying
disposition to the excess of the Fair Market Value of the Purchased Shares on the date the Option is exercised over the Exercise
Price paid for the Purchased Shares. Accordingly, such election if properly filed will only be allowed to the extent the final
Treasury Regulations permit such a protective election.  



 


 






      



     

    

 


 


 


 


		(vi)	The Code Section 83(b) election will be effective in limiting Optionee’s alternative minimum
taxable income to the excess of the Fair Market Value of the Purchased Shares at the time the Option is exercised over the Exercise
Price paid for those shares. 



 


Page 2 of the attached form for making the
election should be filed with any election made in connection with the exercise of an Incentive Option.






































	1	
        Generally, a disposition of shares purchased under an Incentive
        Option includes any transfer of legal title, including a transfer by sale, exchange or gift, but does not include a transfer to
        Optionee’s spouse, a transfer into joint ownership with right of survivorship if Optionee remains one of the joint owners,
        a pledge, a transfer by bequest or inheritance or certain tax-free exchanges permitted under the Code.

         

         

         

         





      



     

    


SECTION 83(b) ELECTION





 


This statement is being made under Section
83(b) of the Internal Revenue Code, pursuant to Treasury Regulation Section 1.83-2.


 


	(1)	
        The taxpayer who performed the services is:

         



 


Name:


Address:


Taxpayer Ident. No.:


 


	(2)	
        The property with respect to which the election is being made is
                                
        shares of the common stock of China XD Plastics Company Limited

         



 


	(3)	
        The property was issued on                         ,
                    .

         



 


	(4)	
        The taxable year in which the election is being made is the calendar
        year             .

         



 


	(5)	
        The property is subject to a repurchase right pursuant to which
        the issuer has the right to acquire the property, at the lower of the original purchase price per share or the fair market value
        per share, if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right will lapse
        in a series of annual and monthly installments over a four year period ending on                     ,
                    .

         



 


	(6)	
        The fair market value at the time of transfer (determined without
        regard to any restriction other than a restriction which by its terms will never lapse) is $                    
        per share.

         



 


	(7)	
        The amount paid for such property is $                    
        per share.

         



 


	(8)	
        A copy of this statement was furnished to China XD Plastics Company
        Limited for whom taxpayer rendered the services underlying the transfer of property.

         



 


	(9)	This statement is executed on                                         ,             .


 


	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	Spouse (if any)	 	 	 	Taxpayer


 


This election must be filed with the Internal Revenue Service
Center with which taxpayer files his or her federal income tax returns and must be made within thirty days after the execution
date of the Stock Purchase Agreement. This filing should be made by registered or certified mail, return receipt requested. Optionee
must retain two copies of the completed form for filing with his or her federal and state tax returns for the current tax year
and an additional copy for his or her records.


 


 







      



     

    


The property described in the above Section
83(b) election is comprised of shares of common stock acquired pursuant to the exercise of an incentive stock option under Section
422 of the Internal Revenue Code (the “Code”). Accordingly, it is the intent of the Taxpayer to utilize this election
to achieve the following tax results:


 


		1.	One purpose of this election is to have the alternative minimum taxable income attributable to
the purchased shares measured by the amount by which the fair market value of such shares at the time of their transfer to the
Taxpayer exceeds the purchase price paid for the shares. In the absence of this election, such alternative minimum taxable income
would be measured by the spread between the fair market value of the purchased shares and the purchase price which exists on the
various lapse dates in effect for the forfeiture restrictions applicable to such shares. 



 


		2.	Section 421(a)(1) of the Code expressly excludes from income any excess of the fair market value
of the purchased shares over the amount paid for such shares. Accordingly, this election is also intended to be effective in the
event there is a “disqualifying disposition” of the shares, within the meaning of Section 421(b) of the Code, which
would otherwise render the provisions of Section 83(a) of the Code applicable at that time. Consequently, the Taxpayer hereby elects
to have the amount of disqualifying disposition income measured by the excess of the fair market value of the purchased shares
on the date of transfer to the Taxpayer over the amount paid for such shares. Since Section 421(a) presently applies to the shares
which are the subject of this Section 83(b) election, no taxable income is actually recognized for regular tax purposes at this
time, and no income taxes are payable, by the Taxpayer as a result of this election. The foregoing election is to be effective
to the full extent permitted under the Code. 



 


This page 2 is to be attached to
any Section 83(b) election filed in connection with the exercise of an INCENTIVE STOCK OPTION under the federal tax laws.  


 


 


 


 




      



     

    


APPENDIX 


 


The following definitions shall be in effect
under the Agreement:


 


		A.	Agreement shall mean this Stock Purchase Agreement. 



 


B. Board shall mean the Corporation’s
Board of Directors.


 


C. Change in Control shall mean
a change in ownership or control of the Corporation effected through any of the following transactions:


 


		(i)	a stockholder-approved merger, consolidation or other reorganization in which securities representing
more than 50% of the total combined voting power of the Corporation’s outstanding securities are beneficially owned, directly
or indirectly, by a person or persons different from the person or persons who beneficially owned those securities immediately
prior to such transaction; 



 


		(ii)	a stockholder-approved sale, transfer or other disposition of all or substantially all of the
Corporation’s assets; or 



 


 


		(iii)	the acquisition, directly or indirectly, by any person or related group of persons (other than
the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation),
of beneficial ownership (within the meaning of Rule 13-d3 of the 1934 Act) of securities possessing more than 50% of the total
combined voting power of the Corporation’s outstanding securities from a person or persons other than the Corporation. 



 


In no event shall any public offering of the
Corporation’s securities be deemed to constitute a Change in Control. In no event shall a merger of the Corporation’s
Parent with the Corporation constitute a Change in Control.


 


D. Code shall mean the Internal
Revenue Code of 1986, as amended.


 


E. Common Stock shall mean the
common stock of the Corporation.


 


F. Corporation shall mean China
XD Plastics Company Limited, a Nevada corporation, or any successor corporation to the voting stock or all or substantially all
of the assets of China XD Plastics Company Limited which has assumed some or all of the rights of China XD Plastics Company Limited
under this Agreement.


 


G. Disposition Notice shall have
the meaning assigned to such term in Paragraph E.2.


 


H. Exercise Price shall have
the meaning assigned to such term in Paragraph A.1.


 


I. Fair Market Value per share
of Common Stock on any relevant date shall be determined in accordance with the following provisions:


 


		(i)	If the Common Stock is at the time listed on the Nasdaq Stock Market, then the Fair Market Value
shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq Stock Market and published in The Wall Street Journal. If there is no closing
selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists. 



 


		(ii)	If the Common Stock is at the time listed on any stock exchange, then the Fair Market Value shall
be the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Plan Administrator
to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such
exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date
in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation
exists. 



 






      



     

    

 


 


 


		(iii)	If the Common Stock is at the time neither listed on any stock exchange or the Nasdaq Stock Market,
then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator
shall deem appropriate. 



 


J. First Refusal Right shall
mean the right granted to the Corporation in accordance with Article E.


 


K. Grant Notice shall mean the
Notice of Grant of Stock Option pursuant to which Optionee has been informed of the basic terms of the Option.


 


L. Incentive Option shall mean
an option that satisfies the requirements of Code Section 422.


 


M. Market Stand-Off shall mean
the market stand-off restriction specified in Paragraph C.3.


 


N. 1933 Act shall mean the Securities
Act of 1933, as amended.


 


O. 1934 Act shall mean the Securities
Exchange Act of 1934, as amended.


 


P. Non-Statutory Option shall
mean an option that is not intended to satisfy the requirements of Code Section 422.


 


Q. Option shall have the meaning
assigned to such term in Paragraph A.1.


 


R. Option Agreement shall mean
all agreements and other documents evidencing the Option.


 


S. Option Shares shall mean the
shares of Common Stock subject to the option.


 


T. Optionee shall mean the person
to whom the Option is granted under the Plan.


 


U. Owner shall mean Optionee
and all subsequent holders of the Purchased Shares who derive their chain of ownership through a Permitted Transfer from Optionee.


 


V. Parent shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.


 


W. Permitted Transfer shall mean
(i) a transfer of the Purchased Shares to one or more members of Optionee’s family (as defined in Rule 701 promulgated by
the SEC) or to a trust established for the benefit of one or more family members or to Optionee’s former spouse pursuant
to a domestic relations order, (ii) a transfer of title to the Purchased Shares effected pursuant to Optionee’s will or the
laws of inheritance following Optionee’s death or (iii) a transfer to the Corporation in pledge as security for any purchase-money
indebtedness incurred by Optionee in connection with the acquisition of the Purchased Shares.


 


X. Plan shall mean the China
XD Plastics Company Limited 2020 Stock Option/Stock Issuance Plan.


 


Y. Plan Administrator shall mean
either the Board or a committee of the Board acting in its capacity as administrator of the Plan.


 


Z. Prior Purchase Agreement shall
have the meaning assigned to such term in Paragraph D.4.


 


AA. Purchased Shares shall have
the meaning assigned to such term in Paragraph A.1.


 


BB. Recapitalization shall mean
any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Corporation’s
outstanding Common Stock as a class without the Corporation’s receipt of consideration.


 






      



     

    

 


 


 


CC. Reorganization shall mean
any of the following transactions:


 


		(i)	a merger or consolidation in which the Corporation is not the surviving entity; 



 


(ii) a sale, transfer or other
disposition of all or substantially all of the Corporation’s assets;


 


(iii) a reverse merger in which
the Corporation is the surviving entity but in which the Corporation’s outstanding voting securities are transferred in whole
or in part to a person or persons different from the persons holding those securities immediately prior to the merger; or


 


(iv) any transaction effected primarily
to change the state in which the Corporation is incorporated or to create a holding company structure.


 


DD. Repurchase Price shall mean
the lower of (i) the Exercise Price per share or (ii) the Fair Market Value per share of Common Stock on the date Optionee’s
Service ceases.


 


EE. Repurchase Right shall mean
the right granted to the Corporation in accordance with Article D.


 


FF. SEC shall mean the Securities
and Exchange Commission.


 


GG. Service shall mean Optionee’s
performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an employee, subject to the control
and direction of the employer entity as to both the work to be performed and the manner and method of performance, a member of
the board of directors or an independent contractor.


 


HH. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


II. Target Shares shall have
the meaning assigned to such term in Paragraph E.2.


 


JJ. Unvested Shares shall mean
the Option Shares which have not vested in accordance with the Vesting Schedule applicable to those shares or any special vesting
acceleration provisions and which are subject to the Repurchase Right.


 


KK. Vested Shares shall mean
the Option Shares which have vested in accordance with the Vesting Schedule applicable to those shares or any special vesting acceleration
provisions and which are no longer subject to the Repurchase Right.


 


LL. Vesting Schedule shall mean
the vesting schedule specified in the Grant Notice.


 


 


 






      



     

    

 


 


 

CHINA XD PLASTICS COMPANY LIMITED


 


FORM STOCK ISSUANCE AGREEMENT 


 


AGREEMENT made as of this         
day of                                 ,
             by and between the Corporation, and                                 ,
Participant in the Plan.


 


All capitalized terms in this Agreement shall
have the meaning assigned to them in this Agreement or in the attached Appendix.


 


	 	A.	
        PURCHASE OF SHARES

         



 


1. Purchase. Participant hereby
purchases                                 
shares of Common Stock (the “Purchased Shares”) pursuant to the provisions of the Stock Issuance Program of the Plan
at the purchase price of $             per share (the “Purchase
Price”).


 


2. Payment. Concurrently with
the delivery of this Agreement to the Corporation, Participant shall pay the aggregate Purchase Price for all of the Purchased
Shares in cash or such other consideration allowable under the Plan and approved by the Plan Administrator and shall deliver whatever
additional documents may be required by the Plan Administrator together with a duly-executed blank Assignment Separate from Certificate
(in the form attached hereto as Exhibit I) with respect to the Purchased Shares.


 


3. Stockholder Rights. Until
such time as the Corporation exercises the Repurchase Right or the First Refusal Right, Participant (or any successor in interest)
shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Purchased Shares, subject,
however, to the transfer restrictions imposed by this Agreement.


 


	 	B.	SECURITIES LAW COMPLIANCE


 


		1.	Restricted Securities. The Purchased Shares have not been registered under the
1933 Act and are being issued to Participant in reliance upon the exemption from such registration provided by Section 4(2) of
the 1933 Act or SEC Rule 504, 505, 506 or 701. Participant hereby confirms that Participant has been informed that the Purchased
Shares are restricted securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first
registered under the Federal securities laws or unless an exemption from such registration is available. Accordingly, Participant
hereby acknowledges that Participant is acquiring the Purchased Shares for investment purposes only and not with a view to resale
and is prepared to hold the Purchased Shares for an indefinite period and that Participant is aware that SEC Rule 144 issued under
the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Purchased
Shares from the registration requirements of the 1933 Act. 



 


2. Restrictions on Disposition of Purchased
Shares.


 


		(a)	Participant shall make no disposition of the Purchased Shares (other than a Permitted Transfer)
unless and until there is compliance with all of the following requirements: 



 


		(i)	Participant shall have provided the Corporation with a written summary of the terms and conditions
of the proposed disposition. 



 


		(ii)	Participant shall have complied with all requirements of this Agreement applicable to the disposition
of the Purchased Shares. 



 


		(iii)	Participant shall have provided the Corporation with written assurances, in form and substance
satisfactory to the Corporation, that (a) the proposed disposition does not require registration of the Purchased Shares under
the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or any exemption
from registration available under the 1933 Act (including Rule 144) has been taken. 



 


 


 






      



     

    

 


 


		(b)	The Corporation shall not be required (i) to transfer on its books any Purchased Shares
which have been sold or transferred in violation of the provisions of this Agreement or (ii) to treat as the owner of the
Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Purchased Shares
have been transferred in contravention of this Agreement. 



 


3. Restrictive Legends. The stock
certificates representing the Purchased Shares shall be endorsed with one or more of the following restrictive legends:


 


“The shares represented by this certificate have
not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of (a) an effective
registration statement for the shares under such Act, (b) a “no action” letter of the Securities and Exchange Commission
with respect to such sale or offer or (c) satisfactory assurances to the Corporation that registration under such Act is not required
with respect to such sale or offer.”


 


“The shares represented by this certificate are
subject to certain repurchase rights and rights of first refusal granted to the Corporation and accordingly may not be sold, assigned,
transferred, encumbered, or in any manner disposed of except in conformity with the terms of a written agreement dated                     ,
            , between the Corporation and the registered holder
of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation’s
principal corporate offices.”


 


	 	C.	TRANSFER RESTRICTIONS


 


		1.	Restriction on Transfer. Except for any Permitted Transfer, (a) Participant shall
not transfer, assign, encumber or otherwise dispose of any of the Unvested Shares and (b) Participant shall not transfer, assign,
encumber or otherwise dispose of any of the Vested Shares in contravention of the First Refusal Right, the Market Stand-Off or
the transfer restrictions set forth in Article B. 



 


		2.	Transferee Obligations. Each person (other than the Corporation) to whom the Purchased
Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge
in writing to the Corporation that such person is bound by the provisions of this Agreement and that the transferred shares are
subject to (a) the Repurchase Right, (b) the First Refusal Right, (c) the Market Stand-Off and (d) the transfer restrictions set
forth in Article B, to the same extent such shares would be so subject if retained by Participant. 



 


3. Market Stand-Off.


		(a)	In connection with any underwritten public offering by the Corporation of its equity securities
pursuant to an effective registration statement filed under the 1933 Act, Owner shall not sell, make any short sale of, hedge with,
loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree
to engage in any of the foregoing transactions with respect to, any Vested Shares without the prior written consent of the Corporation
or its underwriters (the “Market Stand-Off”). The Market Stand-Off shall be in effect for such period of time from
and after the effective date of the final prospectus for the offering as may be requested by the Corporation or such underwriters;
provided, however, that such period shall not exceed one hundred eighty days. 



 


		(b)	Owner shall be subject to the Market Stand-Off provided and only if the officers and directors
of the Corporation are also subject to similar restrictions. 



 


		(c)	Any new, substituted or additional securities that are by reason of any Recapitalization or Reorganization
distributed with respect to Vested Shares shall be immediately subject to the Market Stand-Off. 



 


		(d)	In order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions
with respect to Vested Shares until the end of the applicable stand-off period. 



 


 






      



     

    

 


 


 


	 	D.	REPURCHASE RIGHT


 


		1.	Grant. The Corporation shall have the right (the “Repurchase Right”)
to repurchase, at the Repurchase Price, any or all of the Purchased Shares which are Unvested Shares at the time of his or her
cessation of Service. 



 


2. Exercise of the Repurchase Right.
The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares at any time during the
sixty-day period following the date Participant ceases for any reason to remain in Service. The notice shall indicate the number
of Unvested Shares to be repurchased, the Repurchase Price to be paid per share, and the date on which the repurchase is to be
effected, such date to be not more than thirty days after the date of such notice. The certificates representing the Unvested Shares
to be repurchased shall be delivered to the Corporation on the closing date specified for the repurchase. Concurrently with the
receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalents (including the cancellation
of any purchase-money indebtedness), an amount equal to the aggregate Repurchase Price for the Unvested Shares which are to be
repurchased from Owner.


 


3. Termination of the Repurchase Right.
The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Paragraph D.2.
In addition, the Repurchase Right shall terminate and cease to be exercisable with respect to any and all Purchased Shares in which
Participant vests in accordance with the following Vesting Schedule:


 


(a) Participant shall vest in 25%
of the Purchased Shares, and the Repurchase Right shall concurrently lapse with respect to those Purchased Shares, upon Participant’s
completion of one year of Service measured from                                


 


(b) Participant shall vest in the
remaining 75% of the Purchased Shares, and the Repurchase Right shall concurrently lapse with respect to those Purchased Shares,
in a series of thirty-six successive equal monthly installments upon Participant’s completion of each additional month of
Service over the thirty-six-month period measured from the date on which the first 25% of the Purchased Shares vests hereunder.


 


All Vested Shares shall, however, be subject
to (i) the First Refusal Right, (ii) the Market Stand-Off and (iii) the transfer restrictions set forth in Article B.


 


4. Recapitalization. Any new,
substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by
reason of any Recapitalization distributed with respect to the Unvested Shares shall be immediately subject to the Repurchase Right
and any escrow requirements hereunder. Appropriate adjustments to reflect such distribution shall be made to the number and/or
class of Unvested Shares subject to this Agreement. In addition, for purposes of determining the Repurchase Price, appropriate
adjustments shall be made to the Purchase Price in order to reflect the effect of any such Recapitalization upon the Corporation’s
capital structure; provided, however, that the aggregate Purchase Price shall remain the same.


 


5. Change in Control.


 


		(a)	The Repurchase Right shall automatically terminate in its entirety, and all Unvested Shares shall
become Vested Shares, upon the consummation of a Change in Control, except to the extent (i) the Repurchase Right is to be assigned
to the successor entity (or its parent) or is to be otherwise continued in effect pursuant to the terms of the Change in Control
transaction or (ii) the property (including cash payments) issued with respect to Unvested Shares is to be held in escrow and released
in accordance with the Vesting Schedule in effect for the Unvested Shares pursuant to the terms of the Change in Control transaction.




 


		(b)	To the extent the Repurchase Right remains in effect following a Change in Control, such right
shall apply to any new securities or other property (including any cash payments) received in exchange for the Unvested Shares
in consummation of the Change in Control. For purposes of determining the Repurchase Price, appropriate adjustments shall be made
to the Purchase Price to reflect the effect (if any) of the Change in Control upon the Corporation’s capital structure; provided,
however, that the aggregate Purchase Price shall remain the same. The new securities or other property (including any cash
payments) issued or distributed with respect to the Unvested Shares in consummation of the Change in Control shall be immediately
deposited in escrow with the Corporation (or the successor entity) and shall not be released from escrow until Participant vests
in such securities or other property in accordance with the Vesting Schedule. 



 


 


 






      



     

    

 


 


 


	 	E.	
        RIGHT OF FIRST REFUSAL



 


		1.	Grant. The Corporation shall have the right of first refusal (the “First
Refusal Right”) exercisable in connection with any proposed transfer of Vested Shares. For purposes of this Article E, the
term “transfer” shall include any sale, assignment, pledge, encumbrance or other disposition of Vested Shares intended
to be made by Owner, but shall not include any Permitted Transfer. 



 


		2.	Notice of Intended Disposition. In the event any Owner of Vested Shares desires
to accept a bona fide third-party offer for the transfer of any or all of such shares (Vested Shares subject to such offer to be
hereinafter referred to as the “Target Shares”), Owner shall promptly (a) deliver to the Corporation written notice
(the “Disposition Notice”) of the terms of the offer, including the purchase price and the identity of the third-party
offeror, and (b) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be
in contravention of the provisions set forth in Articles B and C. 



 


		3.	Exercise of the First Refusal Right. 



 


		(a)	The Corporation shall have the right to repurchase any or all of the Target Shares subject to
the Disposition Notice upon the same terms as those specified therein or upon such other terms (not materially different from those
specified in the Disposition Notice) to which Owner consents. Such right shall be exercisable by delivery of written notice (the
“Exercise Notice”) to Owner prior to the twenty-fifth day following the Corporation’s receipt of the Disposition
Notice. If such right is exercised with respect to all the Target Shares, then the Corporation shall effect the repurchase of such
shares, including payment of the aggregate purchase price, not more than five business days after delivery of the Exercise Notice;
and at such time the certificates representing the Target Shares shall be delivered to the Corporation. 



 


		(b)	Should the purchase price specified in the Disposition Notice be payable in property other than
cash or evidences of indebtedness, the Corporation shall have the right to pay the purchase price in the form of cash equal in
amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within ten days after the Corporation’s
receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the
Corporation or, if they cannot agree on an appraiser within twenty days after the Corporation’s receipt of the Disposition
Notice, each shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized
standing, whose appraisal shall be determinative of such value. Owner and the Corporation shall share the cost of such appraisal
equally. The closing shall then be held on the later of (i) the fifth business day following delivery of the Exercise Notice
or (ii) the fifth business day after such valuation shall have been made. 



 


 


4. Non-Exercise of the First Refusal
Right. In the event the Exercise Notice is not given to Owner prior to the expiration of the twenty-five-day exercise period,
Owner shall have a period of thirty days thereafter in which to sell or otherwise dispose of the Target Shares to the third-party
offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror
than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected
in contravention of the provisions of Articles B and C. The third-party offeror shall acquire the Target Shares subject to the
First Refusal Right and the provisions and restrictions of Article B and Paragraph C.3, and any subsequent disposition of the acquired
shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions
of Article B and Paragraph C.3. In the event Owner does not effect such sale or disposition of the Target Shares within the specified
thirty-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by
Owner until such right lapses.


 


 


 






      



     

    

 


 


5. Partial Exercise of the First Refusal
Right. In the event the Corporation makes a timely exercise of the First Refusal Right with respect to a portion, but not
all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written notice to the
Corporation delivered within five business days after Owner’s receipt of the Exercise Notice, to effect the sale of the Target
Shares pursuant to either of the following alternatives:


 


		(a)	sale or other disposition of some or all the Target Shares to the third-party offeror identified
in the Disposition Notice, but in full compliance with the requirements of Paragraph E.4, as if the Corporation did not exercise
the First Refusal Right; or 



 


		(b)	sale to the Corporation of the portion of the Target Shares which the Corporation has elected
to purchase, such sale to be effected in substantial conformity with the provisions of Paragraph E.3. The First Refusal Right shall
continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. 



 


Owner’s failure to deliver
timely notification to the Corporation shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative
(a) above.


 


6. Recapitalization/Reorganization.


 


		(a)	Any new, substituted or additional securities or other property that is by reason of any Recapitalization
distributed with respect to Vested Shares shall be immediately subject to the First Refusal Right. 



 


		(b)	In the event of a Reorganization, the First Refusal Right shall remain in full force and effect
and shall apply to the new capital stock or other property received in exchange for Vested Shares in consummation of the Reorganization
and shall apply to the remaining Unvested Shares as and when they become Vested Shares. 



 


7. Lapse. The First Refusal Right
shall lapse upon the earlier to occur of (a) a firm commitment underwritten public offering, pursuant to an effective registration
statement under the 1933 Act, covering the offer and sale of the Common Stock in the aggregate amount of at least $20,000,000 or
(b) the acquisition of the Corporation by an entity that is traded on a stock exchange or the Nasdaq Stock Market. However, the
Market Stand-Off shall continue to remain in full force and effect following the lapse of the First Refusal Right, in the case
of a transaction described in (a) above.


 


	 	F.	
        SPECIAL TAX ELECTION

        



 


Under Code Section 83, the excess of the Fair
Market Value of the Purchased Shares on the date any forfeiture restrictions applicable to such shares lapse over the Purchase
Price paid for those shares will be reportable as ordinary income on the lapse date. For this purpose, the term “forfeiture
restrictions” includes the right of the Corporation to repurchase the Purchased Shares pursuant to the Repurchase Right.
Participant may elect under Code Section 83(b) to be taxed at the time the Purchased Shares are acquired, rather than when and
as such Purchased Shares cease to be subject to such forfeiture restrictions. Such election must be filed with the Internal Revenue
Service within thirty days after the date of this Agreement. Participant should consult with his or her tax advisor to determine
the tax consequences of acquiring the Purchased Shares and the advantages and disadvantages of filing the Code Section 83(b) election.
Even if the Fair Market Value of the Purchased Shares on the date of this Agreement equals the Purchase Price paid (and
thus no tax is payable), the election must be made to avoid potentially adverse tax consequences in the future. The form
for making this election is attached as Exhibit II hereto. Participant understands that failure to make this filing within the
applicable thirty-day period will result in the recognition of ordinary income as the forfeiture restrictions lapse. Participant
acknowledges that it is Participant’s sole responsibility, and not the Corporation’s responsibility, to file a timely
election under Code Section 83(b), even if Participant requests the Corporation or its representatives to make this filing on his
or her behalf.


 


 






      



     

    

 


 


	 	G.	GENERAL PROVISIONS


 


		1.	Assignment. The Corporation may assign the Repurchase Right and/or the First Refusal
Right to any person or entity selected by the Plan Administrator, including (without limitation) one or more stockholders of the
Corporation. 



 


		2.	At Will Employment. Nothing in this Agreement or in the Plan shall confer upon
Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any
way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights
are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.




 


		3.	Notices. Any notice required to be given under this Agreement shall be in writing
and shall be deemed effective upon personal delivery or on the third day following deposit in the U.S. mail, registered or certified,
postage prepaid and properly addressed to the party entitled to such notice at the address indicated below such party’s signature
line on this Agreement or at such other address as such party may designate by ten days advance written notice under this paragraph
to all other parties to this Agreement. 



 


4. No Waiver. The failure of
the Corporation in any instance to exercise the Repurchase Right or the First Refusal Right shall not constitute a waiver of any
other repurchase rights and/or rights of first refusal that may subsequently arise under the provisions of this Agreement or any
other agreement between the Corporation and Participant. No waiver of any breach or condition of this Agreement shall be deemed
to be a waiver of any other or subsequent breach or condition, whether of like or different nature.


 


5. Cancellation of Shares. If
the Corporation shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration
for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such time,
the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the
right to receive payment of such consideration in accordance with this Agreement). Such shares shall be deemed purchased in accordance
with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement.


 


6. Governing Law. The interpretation,
performance and enforcement of this Agreement shall be governed by the laws of the State of California without giving effect to
that State’s choice of law or conflict-of-laws rules.


 


7. Participant Undertaking. Participant
hereby agrees to take whatever additional action and execute whatever additional documents the Corporation may deem necessary or
advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either Participant or the Purchased
Shares pursuant to the provisions of this Agreement.


 


8. Construction. The Plan is
incorporated herein by reference. In the event of a conflict between the terms of the Plan and the terms of this Agreement, the
terms of this Agreement shall prevail. All decisions of the Plan Administrator with respect to any question or issue arising under
the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Purchased Shares.


 


9. Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one
and the same instrument.


 


10. Successors and Assigns. The
provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns
and upon Participant, Participant’s permitted assigns and the legal representatives, heirs and legatees of Participant’s
estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and
be bound by the terms hereof.


 






      



     

    

 


 


IN WITNESS WHEREOF, the parties have
executed this Agreement on the day and year first indicated above.


 


	 	 	 
	CHINA XD PLASTICS COMPANY LIMITED
	 	 
	By:	 	 
	 	 
	Name: 	 	 
	 	 
	Title: 	 	 
	 	 
	Address: 	 	 
	 	 
	 	 	 
	 
	PARTICIPANT
	 	 
	Signature: 	 	 
	 	 
	Printed Name: 	 	 
	 	 
	Address: 	 	 
	 	 
	 	 	 


 


SPOUSAL ACKNOWLEDGMENT 


 


The undersigned spouse of Participant has read
and hereby approves the foregoing Stock Issuance Agreement. In consideration of the Corporation’s granting Participant the
right to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably
bound by all the terms of such Agreement, including (without limitation) the right of the Corporation (or its assigns) to purchase
any Purchased Shares in which Participant is not vested at the time of his or her cessation of Service.


 


	 	 	 
	 
	 
	
        PARTICIPANT’S
        SPOUSE

         

	 	 
	Address: 	 	 
	 
	 


 




      



     

    


EXHIBIT I 


 


ASSIGNMENT SEPARATE FROM CERTIFICATE 


 


FOR VALUE RECEIVED                                 
hereby sell(s), assign(s) and transfer(s) unto China XD Plastics Company Limited or its successors or assigns (the “Corporation”),
                                
(            ) shares of the Common Stock of the Corporation
standing in his or her name on the books of the Corporation represented by Certificate No.                                 
herewith and do(es) hereby irrevocably constitute and appoint                                 
as Attorney to transfer the said stock on the books of the Corporation with full power of substitution in the premises.


 


Dated:


 


	 	 	 
	 	 
	Signature 	 	 


 


Instruction: Please do not fill in any blanks other than
the signature line. Please sign exactly as you would like your name to appear on the issued stock certificate. The purpose of this
assignment is to enable the Corporation to exercise the Repurchase Right without requiring additional signatures on the part of
Participant.


 


 


 


 


 




      



     

    


EXHIBIT II 


 


SECTION 83(b) TAX ELECTION 


 


This statement is being made under Section 83(b) of the Internal
Revenue Code, pursuant to Treasury Regulation Section 1.83-2.


 


	(1)	The taxpayer who performed the services is: 


 


Name:


Address:


Taxpayer Ident. No.:


 


	(2)	The property with respect to which the election is being made is ______________ shares of the common stock of China XD Plastics Company Limited 


 


	(3)	
        The property was issued on                                 ,
                    .

         



 


	(4)	
        The taxable year in which the election is being made is the calendar
        year             .

         



 


	(5)	The property is subject to a repurchase right pursuant to which the issuer has the right to acquire the property, at the lower of the original purchase price per share or the fair market value per share, if for any reason taxpayer’s service with the issuer terminates. The issuer’s repurchase right will lapse in a series of annual and monthly installments over a four-year period ending on                                 ,             . 


 


	(6)	The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $             per share. 


 


	(7)	
        The amount paid for such property is $            
        per share.

         



 


	(8)	
        A copy of this statement was furnished to China XD Plastics Company
        Limited for whom taxpayer rendered the services underlying the transfer of property.

         



 


	(9)	This statement is executed on                                 ,             .


 


	 	 	 	 	 
	 	 	 
	 	 	 	 	 
	Spouse (if any)	 	 	 	Taxpayer


 


This election must be filed with the Internal Revenue Service
Center with which taxpayer files his or her federal income tax returns and must be made within thirty days after the execution
date of the Stock Issuance Agreement. This filing should be made by registered or certified mail, return receipt requested. Participant
must retain two copies of the completed form for filing with his or her federal and state tax returns for the current tax year
and an additional copy for his or her records.


 


 






      



     

    







 


EXHIBIT III 


 


2020 STOCK OPTION/STOCK ISSUANCE PLAN 


 


APPENDIX 


 


The following definitions shall be in effect
under the Agreement:


 


		A.	Agreement shall mean this Stock Issuance Agreement. 



 


 


B. Board shall mean the Corporation’s
Board of Directors.


 


C. Change in Control shall mean
a change in ownership or control of the Corporation effected through any of the following transactions:


 


		(i)	a stockholder-approved merger, consolidation or other reorganization in which securities representing
more than 50% of the total combined voting power of the Corporation’s outstanding securities are beneficially owned, directly
or indirectly, by a person or persons different from the person or persons who beneficially owned those securities immediately
prior to such transaction; 



 


		(ii)	a stockholder-approved sale, transfer or other disposition of all or substantially all of the
Corporation’s assets; or 



		(iii)	the acquisition, directly or indirectly, by any person or related group of persons (other than
the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation),
of beneficial ownership (within the meaning of Rule 13-d3 of the 1934 Act) of securities possessing more than 50% of the total
combined voting power of the Corporation’s outstanding securities from a person or persons other than the Corporation. 



 


In no event shall any public offering of the
Corporation’s securities be deemed to constitute a Change in Control. In no event shall a merger of the Corporation’s
Parent with the Corporation constitute a Change in Control.


 


D. Code shall mean the Internal
Revenue Code of 1986, as amended.


 


E. Common Stock shall mean the
common stock of the Corporation.


 


F. Corporation shall mean China
XD Plastics Company Limited, a Nevada corporation, or any successor to the voting stock or all or substantially all of the assets
of China XD Plastics Company Limited which has assumed some or all of the rights of China XD Plastics Company Limited under this
Agreement.


 


G. Disposition Notice shall have
the meaning assigned to such term in Paragraph E.2.


 


H. Exercise Notice shall have
the meaning assigned to such term in Paragraph E.3.


 


		I.	Fair Market Value per share of Common Stock on any relevant date shall be determined
in accordance with the following provisions: 



 


		(i)	If the Common Stock is at the time listed on the Nasdaq Stock Market, then the Fair Market Value
shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq Stock Market and published in The Wall Street Journal. If there is no closing
selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the
last preceding date for which such quotation exists. 



 


 






      



     

    

 


 


 


		(ii)	If the Common Stock is at the time listed on any stock exchange, then the Fair Market Value shall
be the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Plan Administrator
to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such
exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date
in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation
exists. 



 


		(iii)	If the Common Stock is at the time neither listed on any stock exchange or the Nasdaq Stock Market,
then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator
shall deem appropriate. 



 


J. First Refusal Right shall
mean the right granted to the Corporation in accordance with Article E.


 


K. Market Stand-Off shall mean
the market stand-off restriction specified in Paragraph C.4.


 


L. 1933 Act shall mean the Securities
Act of 1933, as amended.


 


M. Owner shall mean Participant
and all subsequent holders of the Purchased Shares who derive their chain of ownership through a Permitted Transfer from Participant.


 


N. Parent shall mean any corporation
(other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.


 


O. Participant shall mean the
person identified in the introductory paragraph of this Agreement to whom shares are issued under the Stock Issuance Program.


 


P. Permitted Transfer shall mean
(i) a transfer of the Purchased Shares to one or more members of Participant’s family (as defined in Rule 701 promulgated
by the SEC) or to a trust established for the benefit of one or more family members or to Participant’s former spouse pursuant
to a domestic relations order, (ii) a transfer of title to the Purchased Shares effected pursuant to Participant’s will or
the laws of inheritance following Participant’s death or (iii) a transfer to the Corporation in pledge as security for any
purchase-money indebtedness incurred by Participant in connection with the acquisition of the Purchased Shares.


 


Q. Plan shall mean the China
XD Plastics Company Limited 2020 Stock Option/Stock Issuance Plan attached hereto as Exhibit III.


 


R. Plan Administrator shall mean
either the Board or a committee of the Board acting in its capacity as administrator of the Plan.


 


S. Purchase Price shall have
the meaning assigned to such term in Paragraph A.1.


 


T. Purchased Shares shall have
the meaning assigned to such term in Paragraph A.1.


 


U. Recapitalization shall mean
any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Corporation’s
outstanding Common Stock as a class without the Corporation’s receipt of consideration.


 


V. Reorganization shall mean
any of the following transactions:


 


		(i)	a merger or consolidation in which the Corporation is not the surviving entity; 



 


		(ii)	a sale, transfer or other disposition of all or substantially all of the Corporation’s
assets; 



 


		(iii)	a reverse merger in which the Corporation is the surviving entity but in which the Corporation’s
outstanding voting securities are transferred in whole or in part to a person or persons different from the persons holding those
securities immediately prior to the merger; or 



 


 






      



     

    

 


 


 


		(iv)	any transaction effected primarily to change the state in which the Corporation is incorporated
or to create a holding company structure. 



 


W. Repurchase Price shall mean
the lower of (i) the Purchase Price per share or (ii) the Fair Market Value per share of Common Stock on the date Participant’s
Service ceases.


 


X. Repurchase Right shall mean
the right granted to the Corporation in accordance with Article D.


 


Y. SEC shall mean the Securities
and Exchange Commission.


 


Z. Service shall mean the Participant’s
performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an employee, subject to the control
and direction of the employer entity as to both the work to be performed and the manner and method of performance, a member of
the board of directors or an independent contractor.


 


AA. Stock Issuance Program shall
mean the Stock Issuance Program under the Plan.


 


BB. Subsidiary shall mean any
corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation
(other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other corporations in such chain.


 


CC. Target Shares shall have
the meaning assigned to such term in Paragraph E.2.


 


DD. Unvested Shares shall mean
the Purchased Shares which have not vested in accordance with the Vesting Schedule applicable to those shares or any special vesting
acceleration provisions and which are subject to the Repurchase Right.


 


EE. Vested Shares shall mean
the Purchased Shares which have vested in accordance with the Vesting Schedule applicable to those shares or any special vesting
acceleration provisions and which are no longer subject to the Repurchase Right.


 


FF. Vesting Schedule shall mean
the vesting schedule specified in Paragraph D.3.