Exhibit 10.1


 


TIAN
RUIXIANG Holdings Ltd


 


2021 PERFORMANCE INCENTIVE PLAN


 


1.     
PURPOSE OF PLAN


 


The purpose of this
2021 Performance Incentive Plan (this “Plan”) of TIAN RUIXIANG Holdings Ltd, an exempted company organized under the
Companies Act (As Revised) of the Cayman Islands, and its successors (the “Company”), is to promote the success of
the Company and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain
and reward selected employees and other eligible persons and to enhance the alignment of the interests of the selected participants with
the interests of the Company’s shareholders.


 


2.     
ELIGIBILITY


 


The Administrator
(as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be
Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee
of the Company or one of its Subsidiaries; (b) a director of the Company or one of its Subsidiaries; or (c) an individual consultant or
advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the
Company or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one
of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided,
however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation
would not adversely affect either the Company’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended
(the “Securities Act”), the offering and sale of shares issuable under this Plan by the Company or the Company’s
compliance with any applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise
eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means
any corporation or other entity a majority of whose outstanding voting shares or voting power is beneficially owned directly or indirectly
by the Company; and “Board” means the board of directors of the Company.


 


3.     
PLAN ADMINISTRATION


 


		3.1	The
                                            Administrator. This Plan shall be administered by and all awards under this Plan
                                            shall be authorized by the Administrator. The “Administrator” means the
                                            Board or one or more committees (or subcommittees, as the case may be) appointed by the Board
                                            or another committee (within its delegated authority) to administer all or certain aspects
                                            of this Plan. Any such committee shall be comprised solely of one or more directors or such
                                            number of directors as may be required under applicable law. A committee may delegate some
                                            or all of its authority to another committee so constituted. The Board or a committee comprised
                                            solely of directors may also delegate, to the extent permitted by applicable law, to one
                                            or more officers of the Company, its authority under this Plan. The Board may delegate different
                                            levels of authority to different committees with administrative and grant authority under
                                            this Plan. Unless otherwise provided in the organizing documents of the Company or applicable
                                            charter of any Administrator: (a) a majority of the members of the acting Administrator shall
                                            constitute a quorum, and (b) the vote of a majority of the members present, assuming the
                                            presence of a quorum or the unanimous written consent of the members of the Administrator,
                                            shall constitute action by the acting Administrator.



 






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Award grants, and transactions
in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors
(as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable listing
agency, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable
listing agency).


 


		3.2	Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator
is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration
of this Plan (in the case of a committee or delegation to one or more officers, within any express limits on the authority delegated to
that committee or person(s)), including, without limitation, the authority to:



 


		(a)	determine eligibility and, from among those persons determined to be eligible, determine the particular
Eligible Persons who will receive an award under this Plan;



 


		(b)	grant awards to Eligible Persons, determine
                                            the price (if any) at which securities will be offered or awarded and the number of securities
                                            to be offered or awarded to any of such persons (in the case of securities-based awards),
                                            determine the other specific terms and conditions of awards consistent with the express limits
                                            of this Plan, establish the installment(s) (if any) in which such awards shall become exercisable
                                            or shall vest (which may include, without limitation, performance and/or time-based schedules),
                                            or determine that no delayed exercisability or vesting is required, establish any applicable
                                            performance-based exercisability or vesting requirements, determine the circumstances in
                                            which any performance-based goals (or the applicable measure of performance) will be adjusted
                                            and the nature and impact of any such adjustment, determine the extent (if any) to which
                                            any applicable exercise and vesting requirements have been satisfied, establish the events
                                            (if any) on which exercisability or vesting may accelerate (which may include, without limitation,
                                            retirement and other specified terminations of employment or services, or other circumstances),
                                            and establish the events (if any) of termination, expiration or reversion of such awards;



 









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		(c)	approve the forms of any award agreements (which need not be identical either as to type of award or among
participants);



 


		(d)	construe and interpret this Plan and any agreements defining the rights and obligations of the Company,
its Subsidiaries, and participants under this Plan, make any and all determinations under this Plan and any such agreements, further define
the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the
awards granted under this Plan;



 


		(e)	cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend,
or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;



 


		(f)	accelerate, waive or extend the vesting or exercisability, or modify or extend the term of any or all
such outstanding awards (in the case of options or share appreciation rights, within the maximum ten-year term of such awards) in such
circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a retirement or other termination
of employment or services, or other circumstances) subject to any required consent under Section 8.6.5;



 


		(g)	adjust the number of Ordinary Shares (as defined below) subject to any award, adjust the price of any
or all outstanding awards or otherwise waive or change previously imposed terms and conditions, in such circumstances as the Administrator
may deem appropriate, in each case subject to Sections 4 and 8.6;



 


		(h)	determine the date of grant of an award, which may be a designated
date after but not before the date of the Administrator’s action to approve the award (unless otherwise designated by the Administrator,
the date of grant of an award shall be the date upon which the Administrator took the action approving the award);



 


		(i)	determine whether, and the extent to which, adjustments are required pursuant to Section 7.1 hereof and
take any other actions contemplated by Section 7 in connection with the occurrence of an event of the type described in Section 7;



 


		(j)	acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, shares of equivalent value,
or other consideration;



 


		(k)	determine the fair market value of the Ordinary Shares (as defined below) or awards under this Plan from
time to time and/or the manner in which such value will be determined; and



 






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		(l)	implement any procedures, steps or additional or different requirements as may be necessary to comply
with any laws of the People’s Republic of China (the “PRC”) that may be applicable to this Plan, any Option or
any related documents, including, but not limited to, foreign exchange laws, tax laws and securities laws of the PRC.



 


		3.3	Binding Determinations. Any determination or other action taken by, or inaction of, the
Company, any Subsidiary, or the Administrator relating or pursuant to this Plan (or any award made under this Plan) and within its authority
hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon
all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable
for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made
under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Company in respect of any claim,
loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.



 


		3.4	Reliance on Experts. In making any determination or in taking or not taking any action under
this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the
Company. No director, officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination
taken or made or omitted in good faith.



 


		3.5	Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals
who are officers or employees of the Company or of any of its Subsidiaries or to third parties.



 


		3.6	Option and SAR (“Share Appreciation Rights”) Repricing. Subject to Section 4
and Section 8.6.5, the Administrator, from time to time and in its sole discretion, may provide for (1) the amendment of any outstanding
share option, or SAR, to reduce the exercise price or base price of the award, (2) the cancellation, exchange, or surrender of an outstanding
share option or SAR in exchange for cash or other awards (for the purpose of repricing the award or otherwise), or (3) the cancellation,
exchange, or surrender of an outstanding share option or SAR in exchange for an option or SAR with an exercise or base price that is less
than the exercise or base price of the original award. For avoidance of doubt, the Administrator may take any or all of the foregoing
actions under this Section 3.6 without shareholder approval.



 


4.     
ORDINARY SHARES SUBJECT TO THE PLAN; SHARE LIMITS


 


		4.1	Shares
                                            Available. Subject to the provisions of Section 7.1, the shares that may be delivered
                                            under this Plan shall be shares of the Company’s authorized but unissued Ordinary Shares
                                            and any Ordinary Shares held as treasury shares. For purposes of this Plan, “Ordinary
                                            Shares” shall mean the Class A Ordinary Shares, par value US$0.001 per share, of
                                            the Company, and such other securities or property as may become the subject of awards under
                                            this Plan, or may become subject to such awards, pursuant to an adjustment made under Section
                                            7.1.



 









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		4.2	Share Limits. The maximum number of Ordinary Shares that may be delivered pursuant to awards
granted to each Eligible Persons under this Plan (the “Share Limit”) is equal to 1,000,000 Ordinary Shares.



 


The following limits also apply
with respect to awards granted under this Plan


 


The maximum number
of Ordinary Shares that may be delivered under this Plan is 5,000,000 Ordinary Shares.


 


Each of the foregoing
numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.


 


		4.3	Awards Settled in Cash, Reissue of Awards and Shares. To the extent that an award granted
under this Plan is settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such
cash or other settlement shall not be counted against the shares available for issuance under this Plan. In the event that Ordinary Shares
are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award
shall be counted against the share limits of this Plan (including, for purposes of clarity, the limits of Section 4.2 of this Plan). (For
purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when the Company pays a dividend, and 50 shares are
delivered in payment of those rights with respect to that dividend, 50 shares shall be counted against the share limits of this Plan).
Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are
forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan, shall not be counted against the share limit
and shall be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Company as
full or partial payment in connection with any award under this Plan, as well as any shares exchanged by a participant or withheld by
the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award, shall not be available for subsequent
awards under this Plan.



 


		4.4	Reservation
                                            of Shares; No Fractional Shares; Minimum Issue. Unless otherwise expressly provided
                                            by the Administrator, no fractional shares shall be delivered under this Plan. The Administrator
                                            may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The
                                            Administrator may from time to time impose a limit (of not greater than 100 shares) on the
                                            minimum number of shares that may be purchased or exercised as to awards (or any particular
                                            award) granted under this Plan unless (as to any particular award) the total number purchased
                                            or exercised is the total number at the time available for purchase or exercise under the
                                            award.



 









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5.     
AWARDS


 


		5.1	Type and Form of Awards. The Administrator shall determine the type or types of award(s)
to be made to each selected Eligible Person. Awards may be granted individually, in combination or in tandem. Awards also may be made
in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee
or compensation plan of the Company or one of its Subsidiaries. The types of awards that may be granted under this Plan are:



 


5.1.1       
Share Options. A share option is the grant of a right to purchase a specified number of Ordinary Shares
during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning
of Section 422 of Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The agreement
evidencing the grant of an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified
stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option
shall be determined by the Administrator and set forth in the applicable award agreement. When an option is exercised, the exercise price
for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section
5.5.


 


5.1.2        Additional
Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the
applicable option) of shares with respect to which ISOs first become exercisable by a participant in any calendar year exceeds
$100,000, taking into account both Ordinary Shares subject to ISOs under this Plan and shares subject to ISOs under all other plans
of the Company or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning
of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options.
In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced
first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may,
in the manner and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to
the exercise of an ISO. ISOs may only be granted to employees of the Company or one of its subsidiaries (for this purpose, the term
 “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership
of at least 50% of the total combined voting power of all classes of shares of each subsidiary in the chain beginning with the
Company and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms
and conditions as from time to time are required in order that the option be an “incentive stock option” as that term is
defined in Section 422 of the Code. The per share exercise price for each ISO shall be not less than 100% of the fair market value
of an Ordinary Share on the date of grant of the option. Furthermore, no ISO may be granted to any person who, at the time the
option is granted, owns (or is deemed to own under Section 424(d) of the Code) outstanding Ordinary Shares possessing more than 10%
of the total combined voting power of all classes of shares of the Company, unless the exercise price of such option is at least
110% of the fair market value of the shares subject to the option and such option by its terms is not exercisable after the
expiration of five years from the date such option is granted. If an otherwise-intended ISO fails to meet the applicable
requirements of Section 422 of the Code, the option shall be a nonqualified stock option.


 






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5.1.3       
Share Appreciation Rights. A share appreciation right or “SAR” is a right to receive
a payment, in cash and/or Ordinary Shares, equal to the excess of the fair market value of a specified number of Ordinary Shares on the
date the SAR is exercised over the “base price” of the award, which base price shall be determined by the Administrator
and set forth in the applicable award agreement. The maximum term of a SAR shall be ten (10) years.


 


5.1.4       
Other Awards. The other types of awards that may be granted under this Plan include: (a) stock bonuses,
restricted stock, performance stock, stock units, phantom stock or similar rights to purchase or acquire shares, whether at a fixed or
variable price (or no price) or fixed or variable ratio related to the Common Stock, and any of which may (but need not) be fully vested
at grant or vest upon the passage of time, the occurrence of one or more events, the satisfaction of performance criteria or other conditions,
or any combination thereof; (b) any similar securities with a value derived from the value of or related to the Ordinary Shares and/or
returns thereon; or (c) cash awards. Dividend equivalent rights may be granted as a separate award or in connection with another award
under the Plan.


 


		5.2	Reserved. 



 


		5.3	Award Agreements. Each award shall be evidenced by a written or electronic award agreement
or notice in a form approved by the Administrator (an “award agreement”), and, in each case and if required by the Administrator,
executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require.



 


		5.4	Deferrals
                                            and Settlements. Payment of awards may be in the form of cash, Ordinary Shares, other
                                            awards or combinations thereof as the Administrator shall determine, and with such restrictions
                                            as it may impose. The Administrator may also require or permit participants to elect to defer
                                            the issuance of shares or the settlement of awards in cash under such rules and procedures
                                            as it may establish under this Plan. The Administrator may also provide that deferred settlements
                                            include the payment or crediting of interest or other earnings on the deferral amounts, or
                                            the payment or crediting of dividend equivalents where the deferred amounts are denominated
                                            in shares.



 









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		5.5	Consideration for Ordinary Shares or Awards. The purchase
price for any award granted under this Plan or the Ordinary Shares to be delivered pursuant to an award, as applicable, may be paid by
means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following
methods:



 


		·	services rendered by the recipient of such award;



 


		·	cash, check payable to the order of the Company, or electronic funds transfer;



 


		·	notice and third party payment in such manner as may be authorized by the Administrator;



 


		·	the delivery of previously owned Ordinary Shares;



 


		·	by a reduction in the number of shares otherwise deliverable pursuant to the award; or



 


		·	subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise”
with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.



 


In no event shall any
shares newly-issued by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other
than consideration permitted by applicable law. Ordinary Shares used to satisfy the exercise price of an option shall be valued at their
fair market value on the date of exercise. The Company will not be obligated to deliver any shares unless and until it receives full payment
of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise
or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time
eliminate or limit a participant’s ability to pay the purchase or exercise price of any award or shares by any method other than
cash payment to the Company. The Administrator may take all actions necessary to alter the method of Option exercise and the exchange
and transmittal of proceeds with respect to participants resident in the PRC not having permanent residence in a country other than the
PRC in order to comply with applicable PRC laws and regulations, including, without limitation, PRC foreign exchange, securities and tax
laws and regulations.


 


		5.6	Definition
                                            of Fair Market Value. For purposes of this Plan, if the Ordinary Shares are listed
                                            and actively traded on an internationally recognized securities exchange (the “Exchange”),
                                            then unless otherwise determined or provided by the Administrator in the circumstances, “fair
                                            market value” shall mean the closing price (in regular trading) for an Ordinary Share
                                            as reported on the Exchange on which the Ordinary Shares are listed for the date in question
                                            or, if no sales of Ordinary Shares were reported on the Exchange on that date, the closing
                                            price for an Ordinary Share as reported by the Exchange on which the Ordinary Shares are
                                            listed for the next preceding day on which sales of Ordinary Shares were reported. The Administrator
                                            may, however, provide with respect to one or more awards that the fair market value shall
                                            equal the closing price (in regular trading) for an Ordinary Share as reported by the Exchange
                                            on the last day preceding the date in question or the average of high and low trading prices
                                            of an Ordinary Share as reported by the Exchange for the date in question or the most recent
                                            trading day. If the Ordinary Shares are no longer listed or actively traded on the Exchange
                                            as of the applicable date, the fair market value of the Ordinary Shares shall be the value
                                            as reasonably determined by the Administrator for purposes of the award in the circumstances.
                                            The Administrator also may adopt a different methodology for determining fair market value
                                            with respect to one or more awards if a different methodology is necessary or advisable to
                                            secure any intended favorable tax, legal or other treatment for the particular award(s) (for
                                            example, and without limitation, the Administrator may provide that fair market value for
                                            purposes of one or more awards will be based on an average of closing prices (or the average
                                            of high and low daily trading prices) for a specified period preceding the relevant date).



 






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		5.7	Transfer Restrictions.



 


5.7.1       
Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section
5.7 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation,
alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable
or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.


 


5.7.2       
Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred
to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator
may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state
securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests
in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).


 


5.7.3       
Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall
not apply to:


 


		(a)	transfers to the Company (for example, in connection with the expiration or termination of the award),



 






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		(b)	the designation of a beneficiary to receive benefits in the event of the participant’s death or,
if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated
beneficiary, transfers by will or the laws of descent and distribution,



 


		(c)	subject to any applicable limitations on ISOs, transfers to a family member (or former family member)
pursuant to a domestic relations order if approved or ratified by the Administrator,



 


		(d)	if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant
by his or her legal representative, or



 


		(e)	the authorization by the Administrator of “cashless exercise” procedures with third parties
who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and any
limitations imposed by the Administrator.



 


6.     
EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS


 


		6.1	General. The Administrator shall establish the effect (if any) of a termination of employment
or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the
cause of termination and type of award. If the participant is not an employee of the Company or one of its Subsidiaries, is not a member
of the Board, and provides other services to the Company or one of its Subsidiaries, the Administrator shall be the sole judge for purposes
of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Company
or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.



 


		6.2	Events Not Deemed Terminations of Service. Unless the express policy of the Company or one
of its Subsidiaries, or the Administrator, otherwise provides, or except as otherwise required by applicable law, the employment relationship
shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by
the Company or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is
guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the
case of any employee of the Company or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on
leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator
otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of any applicable
maximum term of the award.



 


		6.3	Effect
                                            of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity
                                            ceases to be a Subsidiary of the Company a termination of employment or service shall be
                                            deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary
                                            who does not continue as an Eligible Person in respect of the Company or another Subsidiary
                                            that continues as such after giving effect to the transaction or other event giving rise
                                            to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested
                                            (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes
                                            the Eligible Person’s award(s) in connection with such transaction.



 









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7.     
ADJUSTMENTS; ACCELERATION


 


		7.1	Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment,
immediately prior to): any reclassification, recapitalization, share split (including a share split in the form of a share dividend) or
reverse share split; any merger, combination, consolidation, conversion or other reorganization; any spin-off, split-up, or similar extraordinary
dividend distribution in respect of the Ordinary Shares; or any exchange of Ordinary Shares or other securities of the Company, or any
similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; then the Administrator shall equitably and
proportionately adjust (1) the number and type of Ordinary Shares (or other securities) that thereafter may be made the subject of awards
(including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type
of Ordinary Shares (or other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which
term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property
deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the
level of incentives intended by this Plan and the then-outstanding awards.



 


Without limiting the
generality of Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances
pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.


 


		7.2	Corporate Transactions - Assumption and Termination of Awards.



 


Upon any event in
which the Company does not survive, or does not survive as a public company in respect of its Ordinary Shares (including, without
limitation, a dissolution, merger, combination, consolidation, conversion, exchange of securities or other reorganization, or a sale
of all of the business, shares or assets of the Company, in any case in connection with which the Company does not survive or does
not survive as a public company in respect of its Ordinary Shares), then the Administrator may make provision for a cash payment in
settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding awards or the cash, securities
or property deliverable to the holder of any or all outstanding awards, based upon, to the extent relevant under the circumstances,
the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event. Upon the occurrence of
any event described in the preceding sentence in connection with which the Administrator has made provision for the award to be
terminated (and the Administrator has not made a provision for the substitution, assumption, exchange or other continuation or
settlement of the award): (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR
shall become fully vested, all restricted shares then outstanding shall fully vest free of restrictions, and each other award
granted under this Plan that is then outstanding shall become payable to the holder of such award (with any performance goals
applicable to the award in each case being deemed met, unless otherwise provided in the award agreement, at the “target”
performance level); and (2) each award shall terminate upon the related event; provided that the holder of an option or SAR shall be
given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested
options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms
before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination be
required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent
upon the actual occurrence of the event).


 






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Without limiting the
preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any
applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and
to the extent determined by the Administrator in the circumstances.


 


For purposes of this Section 7.2, an award
shall be deemed to have been “assumed” if (without limiting other circumstances in which an award is assumed) the award continues
after an event referred to above in this Section 7.2, and/or is assumed and continued by the surviving entity following such event (including,
without limitation, an entity that, as a result of such event, owns the Company or all or substantially all of the Company’s assets
directly or through one or more subsidiaries (a “Parent”)), and confers the right to purchase or receive, as applicable
and subject to vesting and the other terms and conditions of the award, for each Ordinary Share subject to the award immediately prior
to the event, the consideration (whether cash, shares, or other securities or property) received in the event by the shareholders of the
Company for each Ordinary Share sold or exchanged in such event (or the consideration received by a majority of the shareholders participating
in such event if the shareholders were offered a choice of consideration); provided, however, that if the consideration offered for an
Ordinary Share in the event is not solely the ordinary common stock of a successor corporation or a Parent, the Administrator may provide
for the consideration to be received upon exercise or payment of the award, for each share subject to the award, to be solely ordinary
common stock of the successor corporation or a Parent equal in fair market value to the per share consideration received by the shareholders
participating in the event.


 









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The Administrator may adopt such valuation
methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options,
SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per
share amount payable upon or in respect of such event over the exercise or base price of the award. In the case of an option, SAR or similar
right as to which the per share amount payable upon or in respect of such event is less than or equal to the exercise or base price of
the award, the Administrator may terminate such award in connection with an event referred to in this Section 7.2 without any payment
in respect of such award.


 


In any of the events referred to in this
Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence
of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended
to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an
acceleration to occur immediately prior to the applicable event and, in such circumstances, will reinstate the original terms of the award
if an event giving rise to an acceleration and/or termination does not occur.


 


Without limiting the generality of Section
3.3, any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding
on all persons.


 


		7.3	Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by
express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the
award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection
with an event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable
as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion
of the option shall be exercisable as a nonqualified stock option under the Code.



 


8.     
OTHER PROVISIONS


 


		8.1	Compliance
                                            with Laws. This Plan, the granting and vesting of awards under this Plan, the offer,
                                            issuance and delivery of Ordinary Shares, and/or the payment of money under this Plan or
                                            under awards are subject to compliance with all applicable federal, state, local and foreign
                                            laws, rules and regulations (including but not limited to state and federal securities law
                                            and federal margin requirements) and to such approvals by any listing, regulatory or governmental
                                            authority as may, in the opinion of counsel for the Company, be necessary or advisable in
                                            connection therewith. The person acquiring any securities under this Plan will, if requested
                                            by the Company or one of its Subsidiaries, provide such assurances and representations to
                                            the Company or one of its Subsidiaries as the Administrator may deem necessary or desirable
                                            to assure compliance with all applicable legal and accounting requirements.



 









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		8.2	No Rights to Award. No person shall have any claim or rights to be granted an award (or
additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than
this Plan) to the contrary.



 


		8.3	No Employment/Service Contract. Nothing contained in this Plan (or in any other documents
under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other
service of the Company or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s
status as an employee at will, nor shall interfere in any way with the right of the Company or one of its Subsidiaries to change a person’s
compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section
8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract
other than an award agreement.



 


		8.4	Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general
assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant,
beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Ordinary Shares, except
as expressly otherwise provided) of the Company or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of
this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of
this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or one of its Subsidiaries
and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive
payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.



 


		8.5	Tax Withholding. Upon any exercise, vesting, or payment of any award, or upon the disposition
of Ordinary Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422
of the Code, or upon any other tax withholding event with respect to any award, arrangements satisfactory to the Company shall be made
to provide for any taxes the Company or any of its Subsidiaries may be required to withhold with respect to such award event or payment.
Such arrangements may include (but are not limited to) any one of (or a combination of) the following:



 


		(a)	The Company or one of its Subsidiaries
                                            shall have the right to require the participant (or the participant’s personal
                                            representative or beneficiary, as the case may be) to pay or provide for payment of at least
                                            the minimum amount of any taxes which the Company or one of its Subsidiaries may be required
                                            to withhold with respect to such award event or payment.



 









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		(b)	The Company or one of its Subsidiaries shall have the right to deduct from any amount otherwise payable
in cash (whether related to the award or otherwise) to the participant (or the participant’s personal representative or beneficiary,
as the case may be) the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect
to such award event or payment.



 


		(c)	In any case where a tax is required to be withheld in connection with the delivery of Ordinary Shares
under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) require or grant (either at the time of the award
or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish,
that the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a
consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary
to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. Unless otherwise provided by the Administrator,
in no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law to the
extent the Company determines that withholding at any greater level would result in an award otherwise classified as an equity award under
ASC Topic 718 (or any successor thereto) being classified as a liability award under ASC Topic 718 (or such successor).



 


		8.6	Effective Date, Termination and Suspension, Amendments.



 


8.6.1       
Effective Date. This Plan is effective as of December 2, 2021, the date of its approval by the Board (the
 “Effective Date”). Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the
day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated termination date or
its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority
of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their
applicable terms and conditions and the terms and conditions of this Plan.


 


8.6.2       
Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend
this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.


 









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8.6.3       
 Shareholder Approval. To the extent then required by applicable law or deemed necessary or advisable
by the Board, any amendment to this Plan shall be subject to shareholder approval.


 


8.6.4       
Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject
to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to
participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject
to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards.


 


8.6.5       
Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or
amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse
to the participant any rights or benefits of the participant or obligations of the Company under any award granted under this Plan prior
to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute
changes or amendments for purposes of this Section 8.6.


 


		8.7	Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator,
a participant shall not be entitled to any privilege of share ownership as to any Ordinary Shares not actually delivered to and held of
record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment
will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery.



 


		8.8	Governing Law; Construction; Severability.



 


8.8.1       
Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents
shall be governed by, and construed in accordance with the laws of the Cayman Islands.


 


8.8.2       
Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the
remaining provisions of this Plan shall continue in effect.


 


		8.8.3	Plan Construction.



 


		(a)	It is the intent of the Company that the awards and transactions permitted by awards be interpreted in
a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent
compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange
Act. Notwithstanding the foregoing, the Company shall have no liability to any participant for Section
16 consequences of awards or events under awards if an award or event does not so qualify.



 









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		8.9	Captions. Captions and headings are given to the sections and subsections of this Plan solely
as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation
of this Plan or any provision thereof.



 


		8.10	Share-Based Awards in Substitution for Share Options or Awards Granted by Other Company.
Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee share options, SARs,
restricted shares or other share-based awards granted by other entities to persons who are or who will become Eligible Persons in respect
of the Company or one of its Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity
or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial
part of the shares or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided
the awards reflect adjustments giving effect to the assumption or substitution consistent with any conversion applicable to the Ordinary
Shares (or the securities otherwise subject to the award) in the transaction and any change in the issuer of the security. Any shares
that are delivered and any awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company
of, or in substitution for, outstanding awards previously granted or assumed by an acquired company (or previously granted or assumed
by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of
its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit
or other limits on the number of shares available for issuance under this Plan.



 


		8.11	Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority
of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Ordinary Shares,
under any other plan or authority.



 


		8.12	No Corporate Action Restriction. The existence of this Plan, the award agreements and the
awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Company or any Subsidiary (or any of
their respective shareholders, boards of directors or committees thereof (or any subcommittee), as the case may be) to make or authorize:
(a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary,
(b) any merger, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures,
capital, preferred or prior preference shares ahead of or affecting the capital shares (or the rights thereof) of the Company or any Subsidiary,
(d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business
of the Company or any Subsidiary, (f) any other award,
grant, or payment of incentives or other compensation under any other plan or authority (or any other action with respect to any benefit,
incentive or compensation) or (g) any other corporate act or proceeding by the Company or any Subsidiary. No participant, beneficiary
or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or
the Company or any employees, officers or agents of the Company or any Subsidiary, as a result of any such action. Awards need not be
structured so as to be deductible for tax purposes. 



 









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		8.13	Other Company Benefit and Compensation Programs. Payments and other benefits received by
a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes
of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or
any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made
in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements
or authority of the Company or its Subsidiaries.



 


		8.14	Clawback Policy. The awards granted under this Plan are subject to the terms of the Company’s
recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law,
any of which could in certain circumstances require repayment or forfeiture of awards or any Ordinary Shares or other cash or property
received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).



 








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