Exhibit 4.9


 


WALDENCAST
PLC

2022 INCENTIVE AWARD PLAN


 


Section
1. Purpose of Plan.


 


The
name of the Plan is the Waldencast plc 2022 Incentive Award Plan (the “Plan”).
The purposes of the Plan are to provide an additional incentive to selected Officers, Employees, Non-Employee Directors and Consultants
of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth and success of the business
of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate
such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose
efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan
provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other
Stock-Based Awards, Cash Awards or any combination of the foregoing.


 


Section
2. Definitions.


 


For
purposes of the Plan, the following terms shall be defined as set forth below:


 


(a) Administrator”
means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.


 


(b) Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
with, the Person specified.


 


(c) Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Stock Bonus, Other Stock-Based Award or Cash Award
granted under the Plan.


 


(d) Award
Agreement” means any written agreement, contract or other instrument or document evidencing an Award, including through
electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent
with the Plan. Each Participant who is granted an Award shall enter into an Award Agreement with the Company, containing such terms and
conditions as the Administrator shall determine, in its sole discretion.


 


(e) Base
Price” has the meaning set forth in Section 8(b) hereof.


 


(f) Beneficial
Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.


 


(g) Board”
means the Board of Directors of the Company.


 






     



     


    

 


(h) By-Laws”
means the by-laws of the Company, as may be amended and/or restated from time to time.


 


(i) Cash
Award” means an Award granted pursuant to Section 12 hereof.


 


(j) Cause”
has the meaning assigned to such term in the Award Agreement or in any individual employment, service or severance agreement with the
Participant or, if any such agreement does not define “Cause,” Cause shall
mean any of the following:


 


(1) intentional
conduct by the Participant constituting a material act of misconduct in connection with the performance of the Participant’s duties
that would reasonably be expected to result in material injury or reputation harm to the Company, including, without limitation, (A)
intentional failure or refusal to perform material responsibilities that have been reasonably requested by the Board or (B) intentional
dishonesty to the Board with respect to any material matter;


 


(2) Participant’s
conviction of, or plea of nolo contendere to, (A) any felony or (B) a crime involving moral turpitude, deceit, dishonesty, fraud, embezzlement,
misappropriation, theft, larceny or any similar crime;


 


(3) any
intentional misconduct by the Participant, regardless of whether or not in the course of the Participant’s employment, that would
reasonably be expected to result in material injury or serious reputational harm to the Company or any of its Subsidiaries or Affiliates
if the Participant were to continue to be employed in the same position;


 


(4) continued
material non-performance by the Participant of the Participant’s duties hereunder (other than by reason of the Participant’s
physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice of
such unsatisfactory performance or non-performance from the Board, provided that such notice includes sufficient specificity to allow
Participant to cure;


 


(5) a
material and intentional breach by the Participant of the individual employment, service or severance agreement with the Participant,
which materially injures the Company and has continued for more than thirty (30) days following written notice of such unsatisfactory
performance or non-performance from the Board, provided that such notice includes sufficient specificity to allow Participant to cure;


 


(6) following
an independent investigation, a determination that the Participant has materially violated any of the Company’s written employment
policies (including, without limitation, any policy prohibiting employment discrimination, harassment (sexual or otherwise) or retaliation)
provided that such violation did not occur in good faith, materially injures the Company, and cannot be cured by Participant with sufficient
notice and a reasonable opportunity to cure; or


 






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(7) the
Participant’s material and intentional failure to cooperate with a bona fide internal investigation or an investigation by regulatory
or law enforcement authorities, after being instructed by the Company to cooperate, or the material and intentional destruction or failure
to preserve documents or other materials known to be relevant to such investigation or the intentional inducement of others to materially
fail to cooperate or to produce documents or other materials in connection with such investigation, for all of the foregoing, such that
it causes a material injury to the Company.


 


(k) Certificate
of Incorporation” means the certificate of incorporation of the Company, as may be amended and/or restated from time
to time.


 


(l) Change
in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase
or other reorganization or corporate transaction or event; (ii) special or extraordinary dividend or other extraordinary distribution
(whether in the form of cash, Ordinary Share, or other property), stock split, reverse stock split, subdivision or consolidation; (iii)
combination or exchange of shares; or (iv) other change in corporate structure, which, in any such case, the Administrator determines,
in its sole discretion, affects the Ordinary Share such that an adjustment pursuant to Section 5 hereof is appropriate.


 


(m) Change
in Control” means, unless otherwise defined in an Award Agreement, an event set forth in any one of the following paragraphs
shall have occurred:


 


(1) any
Person (or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the
Exchange Act) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities
Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%)
or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described in clause (I) of paragraph (2) below;


 


(2) there
is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary with any other corporation or other entity,
other than (I) a merger or consolidation (A) which results in the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any Subsidiary, more than fifty percent (50%) of the combined voting power of the securities
of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (B) immediately
following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors
of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger or consolidation
is then a subsidiary, the ultimate parent thereof, or (II) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates)
representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities;


 






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(3) there
is a complete liquidation or dissolution of the Company or there is a consummation of a sale or disposition by the Company of all or
substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are
owned by shareholders of the Company following the completion of such transaction in substantially the same proportions as their ownership
of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets
immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board
of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof;
or


 


(4) the
following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the
date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors
of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof
or whose appointment, election or nomination for election was previously so approved or recommended.


 


Notwithstanding
the foregoing, for each Award that constitutes deferred compensation under Section 409A of the Code, and to the extent required to avoid
accelerated taxation and/or tax penalties under Section 409A of the Code, a Change in Control shall be deemed to have occurred under
the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of
a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.


 


(n) Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.


 


(o) Committee”
means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee
shall be composed entirely of individuals who meet the qualifications of (i) a “non-employee director” within the meaning
of Rule 16b-3 and (ii) any other qualifications required by the applicable stock exchange on which the Ordinary Share is traded. If at
any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall
be exercised by the Committee. Except as otherwise provided in the Certificate of Incorporation or By-Laws, any action of the Committee
with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or
unanimous written consent of the Committee’s members.


 






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(p) Company”
means Waldencast plc, a Jersey public limited company (or any successor company, except as the term “Company”
is used in the definition of “Change in Control” above).


 


(q) Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and
is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services;
provided, that such person can be granted an Award that is eligible to be registered on a Form S-8 Registration Statement. However, service
solely as a Non-Employee Director and/or Employee, or payment of a fee for such service, shall not cause a Non-Employee Director or Employee
to be considered a “Consultant” for purposes of the Plan.


 


(r) Disability”
has the meaning assigned to such term in the Award Agreement or in any individual employment, service or severance agreement with the
Participant or, if any such agreement does not define “Disability,” Disability means, with respect to any Participant, that
such Participant, as determined by the Administrator in its sole discretion, is (i) unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees
of the Company or an Affiliate thereof.


 


(s) Effective
Date” has the meaning set forth in Section 20 hereof.


 


(t) Eligible
Recipient” means an Officer, Employee, Non-Employee Director, or Consultant who has been selected as an eligible participant
by the Administrator; provided, however, to the extent required to avoid accelerated taxation and/or tax penalties under
Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation Right means an Officer, Employee, Non-Employee Director
or Consultant with respect to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section
409A of the Code.


 


(u) Employee”
means any person employed by the Company or an Affiliate.


 


(v) Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to time.


 


(w) Exercise
Price” means, with respect to any Option, the per share price at which a holder of such Option may purchase such Ordinary
Shares issuable upon the exercise of such Option.


 






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(x) Fair
Market Value” of Ordinary Share or another security as of a particular date shall mean the fair market value as determined
by the Administrator in its sole discretion; provided, however, (i) if the Ordinary Share or other security is admitted
to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported on the date
of determination, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Ordinary
Share or other security on such exchange, or (ii) if the Ordinary Share or other security is then traded in an over-the-counter market,
the fair market value on any date shall be the average of the closing bid and asked prices for such share of Ordinary Share or other
security in such over-the-counter market for the last preceding date on which there was a sale of such share of Ordinary Share or other
security in such market.


 


(y) Free
Standing Right” has the meaning set forth in Section 8(a) hereof.


 


(z) Good
Reason” has the meaning assigned to such term in the Award Agreement or in any individual employment, service or severance
agreement with the Participant; provided that if no such agreement exists or if such agreement does not define “Good Reason,”
Good Reason and any provision of the Plan that refers to Good Reason shall not be applicable to such Participant.


 


(aa) “ISO”
means an Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code.


 


(bb) “Non-Employee
Directors” means a member of a Board who either (i) is not a current employee or officer of the Company or an Affiliate, does
not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in
any capacity other than as a member of a Board (except for an amount as to which disclosure would not be required under Item 404(a) of
Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other
transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship
for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee
director” for purposes of Rule 16b-3.


 


(cc) “Nonqualified
Stock Option” means an Option that is not designated as an ISO.


 


(dd) “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.


 


(ee)
“Option” means an option to purchase Ordinary Shares granted pursuant to
Section 7 hereof. The term “Option” as used in the Plan includes the terms “Nonqualified
Stock Option” and “ISO.”


 


(ff) “Ordinary
Shares” means the ordinary shares, US$0.0001 par value per share, of the Company.


 






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(gg) “Other
Stock-Based Award” means an Award granted pursuant to Section 10 hereof.


 


(hh)
“Participant” means any Eligible Recipient selected by the Administrator,
pursuant to the Administrator’s authority provided for in Section 3 hereof, to receive grants of Awards, and, upon his or her death,
his or her successors, heirs, executors and administrators, as the case may be.


 


(ii) Performance
Goals” means performance goals based on criteria selected by the Administrator in its sole discretion, including, without
limitation, one or more of the following criteria: (i) earnings, including one or more of operating income, net operating income, earnings
before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary
or special items or book value per share (which may exclude nonrecurring items); (ii) pre-tax income or after-tax income; (iii) earnings
per share (basic or diluted); (iv) operating profit; (v) revenue, revenue growth or rate of revenue growth; (vi) return on assets (gross
or net), return on investment, return on capital, or return on equity; (vii) returns on sales or revenues; (viii) operating expenses;
(ix) stock price appreciation; (x) cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided
by operations, or cash flow in excess of cost of capital; (xi) implementation or completion of critical projects or processes; (xii)
cumulative earnings per share growth; (xiii) operating margin or profit margin; (xiv) stock price or total shareholder return; (xv) cost
targets, reductions and savings, productivity and efficiencies; (xvi) strategic business criteria, consisting of one or more objectives
based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources
management, supervision of litigation and information technology goals, and goals relating to acquisitions, divestitures, joint ventures
and similar transactions, and budget comparisons; (xvii) personal professional objectives, including any of the foregoing performance
goals, the implementation of policies and plans, the negotiation of transactions, the development of long-term business goals, formation
of joint ventures, research or development collaborations, and the completion of other corporate transactions; and (xviii) any combination
of, or a specified increase in, any of the foregoing. Where applicable, the Performance Goals may be expressed in terms of attaining
a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may
be applied to one or more of the Company or any Affiliate thereof, or a division or strategic business unit of the Company or any Affiliate
thereof, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination
thereof, all as determined by the Administrator. The Performance Goals may include a threshold level of performance below which no payment
shall be made (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall
occur), and a maximum level of performance above which no additional payment shall be made (or at which full vesting shall occur). The
Administrator shall have the authority to make equitable adjustments to the Performance Goals as may be determined by the Administrator,
in its sole discretion.


 


(jj) “Person”
has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.


 






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(kk) “Plan”
has the meaning set forth in Section 1 hereof.


 


(ll) “Related
Right” has the meaning set forth in Section 8(a) hereof.


 


(mm) “Restricted
Stock” means Shares granted pursuant to Section 9 hereof subject to certain restrictions that lapse at the end of a
specified period or periods.


 


(nn) “Restricted
Stock Unit” means the right, granted pursuant to Section 9 hereof, to receive an amount in cash or Shares (or any combination
thereof) equal to the Fair Market Value of a Share subject to certain restrictions that lapse at the end of a specified period or periods.


 


(oo) Rule
16b-3” has the meaning set forth in Section 3(a) hereof.


 


(pp) “Shares”
means Ordinary Shares reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger,
consolidation or other reorganization) security.


 


(qq) “Stock
Appreciation Right” means the right to receive, upon exercise of the right, the applicable amounts as described in Section
8 hereof.


 


(rr)
“Stock Bonus” means a bonus payable in fully vested Ordinary Shares granted
pursuant to Section 11 hereof.


 


(ss) “Subsidiary”
means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise
controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or
managing member or similar interest of such other Person.


 


(tt) “Transfer”
has the meaning set forth in Section 18 hereof.


 


Section
3. Administration.


 


(a) The
Plan shall be administered by the Administrator and shall be administered in accordance with the requirements of Rule 16b-3 under the
Exchange Act (“Rule 16b-3”), to the extent applicable.


 


(b) Pursuant
to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to
it by the Board, shall have the power and authority, without limitation:


 


(1) to
select those Eligible Recipients who shall be Participants;


 


(2) to
determine whether and to what extent Awards are to be granted hereunder to Participants;


 






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(3) to
determine the number of Shares to be covered by each Award granted hereunder;


 


(4) to
determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not
limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions
applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the Performance Goals and periods applicable to Awards,
(iii) the Exercise Price of each Option and the Base Price of each Stock Appreciation Right, (iv) the vesting schedule applicable to
each Award, (v) the number of Shares or amount of cash or other property subject to each Award and (vi) subject to the requirements of
Section 409A of the Code (to the extent applicable), any amendments to the terms and conditions of outstanding Awards, including, but
not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards);


 


(5) to
determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Awards;


 


(6) to
determine the Fair Market Value in accordance with the terms of the Plan;


 


(7) to
determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the
Participant’s employment or service for purposes of Awards granted under the Plan;


 


(8) to
adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;


 


(9) to
prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign
laws or qualifying for favorable tax treatment under applicable foreign laws, which rules and regulations may be set forth in an appendix
or appendices to the Plan; and


 


(10) to
construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement relating thereto),
and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under
the Plan or necessary and advisable in the administration of the Plan.


 


(c) All
decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons, including
the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary
thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee
of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified
and protected by the Company in respect of any such action, omission, determination or interpretation.


 






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(d) The
Administrator may, in its sole discretion, delegate its authority, in whole or in part, under this Section 3 (including, but not limited
to, its authority to grant Awards under the Plan, other than its authority to grant Awards under the Plan to any Participant who is subject
to reporting under Section 16 of the Exchange Act) to one or more officers of the Company, subject to the requirements of applicable
law or any stock exchange on which the Shares are traded.


 


Section
4. Shares Reserved for Issuance; Certain Limitations


 


(a) The
maximum number of Ordinary Shares reserved for issuance under the Plan shall be 22,024,972 shares (the “Share
Reserve”) (subject to adjustment as provided in Section 5); provided, however the Share Reserve will
automatically increase on January 1st of each calendar year (each, an “Evergreen Date”), prior to the
tenth anniversary of the Effective Date, in an amount equal to the lesser of (i) 3% of the total number of Ordinary Shares issued
and outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) a number of Ordinary
Shares determined by the Administrator, including zero. All and up to the number of Ordinary Shares reserved for issuance under the
Plan pursuant to this Section 4(a) as of the Effective Date (subject to adjustment as provided in Section 5 hereof) may be granted
as ISOs.


 


(b) Shares
issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired
by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled,
exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of Shares to the Participant, the Shares
with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration,
again be available for Awards under the Plan. Notwithstanding the foregoing, Shares that are exchanged by a Participant or withheld by
the Company as full or partial payment in connection with the exercise of any Option or Stock Appreciation Right under the Plan or the
payment of any purchase price with respect to any other Award under the Plan, as well as any Shares exchanged by a Participant or withheld
by the Company or any Subsidiary to satisfy the tax withholding obligations related to any Award under the Plan, shall not be available
for subsequent Awards under the Plan, and notwithstanding that a Stock Appreciation Right is settled by the delivery of a net number
of Ordinary Shares, the full number of Ordinary Shares underlying such Stock Appreciation Right shall not be available for subsequent
Awards under the Plan. In addition, (i) to the extent an Award is denominated in Ordinary Shares, but paid or settled in cash, the number
of Ordinary Shares with respect to which such payment or settlement is made shall again be available for grants of Awards pursuant to
the Plan and (ii) Ordinary Shares underlying Awards that can only be settled in cash shall not be counted against the aggregate number
of Ordinary Shares available for Awards under the Plan.


 


(c) No
Participant who is a Non-Employee Director of the Company shall be granted Awards during any calendar year that, when aggregated with
such Non-Employee Director’s cash fees with respect to such calendar year, exceed $400,000 in total value (calculating the value
of any such Awards based on the grant date fair value of such Awards for the Company’s financial reporting purposes).


 






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Section
5. Equitable Adjustments.


 


(a) In
the event of any Change in Capitalization (including a Change in Control), an equitable substitution or proportionate adjustment shall
be made, in each case, as may be determined by the Administrator, in its sole discretion, in (i) the aggregate number of Ordinary Shares
reserved for issuance under the Plan, (ii) the kind and number of securities subject to, and the Exercise Price or Base Price of, any
outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase price of Ordinary Shares,
or the amount of cash or amount or type of other property, subject to outstanding Restricted Stock, Restricted Stock Units, Stock Bonuses
and Other Stock-Based Awards granted under the Plan or (iv) the Performance Goals and performance periods applicable to any Awards granted
under the Plan; provided, however, that any fractional shares resulting from the adjustment shall be eliminated. Such other
equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion.


 


(b) Without
limiting the generality of the foregoing, in connection with a Change in Capitalization (including a Change in Control), the Administrator
may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation
of any outstanding Award in exchange for payment in cash or other property having an aggregate Fair Market Value equal to the Fair Market
Value of the Ordinary Shares, cash or other property covered by such Award, reduced by the aggregate Exercise Price or Base Price thereof,
if any; provided, however, that if the Exercise Price or Base Price of any outstanding Award is equal to or greater than
the Fair Market Value of the Ordinary Shares, cash or other property covered by such Award, the Board may cancel such Award without the
payment of any consideration to the Participant.


 


(c) The
determinations made by the Administrator or the Board, as applicable, pursuant to this Section 5 shall be final, binding and conclusive.


 


Section
6. Eligibility.


 


The
Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals
that qualify as Eligible Recipients.


 


Section
7. Options.


 


(a) General.
Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions
as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise
Price of the Option, the term of the Option and provisions regarding exercisability of the Option, and whether the Option is intended
to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be a Nonqualified
Stock Option). The provisions of each Option need not be the same with respect to each Participant. More than one Option may be granted
to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions
set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable and set forth in the applicable Award Agreement.


 






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(b) Exercise
Price. The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at
the time of grant, but, except as provided in the applicable Award Agreement, in no event shall the exercise price of an Option be less
than one hundred percent (100%) of the Fair Market Value of the related Ordinary Shares on the date of grant.


 


(c) Option
Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than eleven (11)
years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions
in the Plan and the Award Agreement.


 


(d) Exercisability.
Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of Performance
Goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option
shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole
or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary
contained herein, an Option may not be exercised for a fraction of a share.


 


(e) Method
of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number
of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or
its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option
or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless exercise
procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise, referred to as “net
exercise,” with a Fair Market Value up to or equal to (but not exceeding) the applicable aggregate Exercise Price with the remainder
paid in cash or other form of payment permitted by the Award Agreement), (ii) in the form of unrestricted Shares already owned by the
Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such
Option shall be exercised, (iii) in any other form of consideration approved by the Administrator and permitted by applicable law or
(iv) by any combination of the foregoing.


 


(f) ISOs.
The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions,
limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan. At the discretion
of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined
in Section 424(e) of the Code) or a Subsidiary of the Company.


 






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(i) ISO
Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns
shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation”
(as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO shall not exceed five (5)
years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market
Value of the Shares on the date of grant.


 


(ii) US$100,000
Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which
ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds US$100,000,
such excess ISOs shall be treated as Nonqualified Stock Options.


 


(iii) Disqualifying
Dispositions. Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date the Participant
makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO. A “disqualifying disposition”
is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the ISO and (ii)
one year after the date the Participant acquired the Shares by exercising the ISO. The Company may, if determined by the Administrator
and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent
for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions
from such Participant as to the sale of such Shares.


 


(g) Rights
as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents
or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given
written notice of the exercise thereof, has paid in full for such Shares and has satisfied the requirements of Section 17 hereof.


 


(h) Termination
of Employment or Service. In the event of the termination of employment or service with the Company and all Affiliates thereof of
a Participant who has been granted one or more Options, such Options shall be exercisable at such time or times and subject to such terms
and conditions as set forth in the Award Agreement.


 


(i) Other
Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination, by leaves
of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability or
other changes in the employment status or service status of a Participant, in the discretion of the Administrator.


 






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Section
8. Stock Appreciation Rights.


 


(a) General.
Stock Appreciation Rights may be granted either alone (“Free Standing Rights”)
or in conjunction with all or part of any Option granted under the Plan (“Related Rights”).
Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible
Recipients to whom, and the time or times at which, grants of Stock Appreciation Rights shall be made, the number of Shares to be awarded,
the Base Price, and all other conditions of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted
for more Shares than are subject to the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same
with respect to each Participant. Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions
set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the
Administrator shall deem desirable, as set forth in the applicable Award Agreement.


 


(b) Base
Price. Except as provided in the applicable Award Agreement, each Stock Appreciation Right shall be granted with a base price that
is not less than one hundred percent (100%) of the Fair Market Value of the related Ordinary Shares on the date of grant (such amount,
the “Base Price”).


 


(c) Rights
as Stockholder. Except as provided in the applicable Award Agreement, a Participant shall have no rights to dividends, dividend equivalents
or distributions or any other rights of a stockholder with respect to the Shares, if any, subject to a Stock Appreciation Right until
the Participant has given written notice of the exercise thereof and has satisfied the requirements of Section 17 hereof.


 


(d) Exercisability.


 


(1) Stock
Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.


 


(2) Stock
Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which
they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8.


 


(e) Consideration
Upon Exercise.


 


(1) Upon
the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal
in value to (i) the excess of the Fair Market Value of a share of Ordinary Share as of the date of exercise over the Base Price per share
specified in the Free Standing Right, multiplied by (ii) the number of Shares in respect of which the Free Standing Right is being exercised.


 


(2) A
Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and
surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to (i) the excess
of the Fair Market Value of a share of Ordinary Share as of the date of exercise over the Exercise Price specified in the related Option,
multiplied by (ii) the number of Shares in respect of which the Related Right is being exercised. Options which have been so surrendered,
in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.


 






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(3) Notwithstanding
the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any combination of
Shares and cash), to the extent set forth in the Award Agreement.


 


(f) Termination
of Employment or Service.


 


(1) In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted
one or more Free Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as
set forth in the Award Agreement.


 


(2) In
the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted
one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth
in the related Options.


 


(g) Term.


 


(1) The
term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10)
years after the date such right is granted.


 


(2) The
term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten
(10) years after the date such right is granted.


 


(h) Other
Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule and termination,
by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability
or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.


 


Section
9. Restricted Stock and Restricted Stock Units.


 


(a) General.
Restricted Stock and Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to
whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made; the number of Shares to be awarded; the
price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period of time prior
to which Restricted Stock or Restricted Stock Units become vested and free of restrictions on Transfer (the “Restricted
Period”); the Performance Goals (if any); and all other conditions of the Restricted Stock and Restricted Stock Units.
If the restrictions, Performance Goals and/or conditions established by the Administrator are not attained, a Participant shall forfeit
his or her Restricted Stock or Restricted Stock Units, in accordance with the terms of the grant. The provisions of Restricted Stock
or Restricted Stock Units need not be the same with respect to each Participant.


 






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(b) Awards
and Certificates.


 


(1) Except
as otherwise provided in Section 9(b)(3) hereof, (i) each Participant who is granted an Award of Restricted Stock may, in the Company’s
sole discretion, be issued a stock certificate in respect of such Restricted Stock; and (ii) any such certificate so issued shall be
registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to any such Award. The Company may require that the stock certificates, if any, evidencing Restricted Stock granted hereunder
be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted
Stock, the Participant shall have delivered a stock transfer form, endorsed in blank, relating to the Shares covered by such award. Certificates
for shares of unrestricted Ordinary Share may, in the Company’s sole discretion, be delivered to the Participant only after the
Restricted Period has expired without forfeiture in respect of such Restricted Stock.


 


(2) With
respect to an Award of Restricted Stock Units to be settled in Shares, at the expiration of the Restricted Period, stock certificates
in respect of the Ordinary Shares underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered to
the Participant, or his or her legal representative, in a number equal to the number of Ordinary Shares underlying the Award of Restricted
Stock Units.


 


(3) Notwithstanding
anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units to be settled in Shares (at the expiration of the
Restricted Period) may, in the Company’s sole discretion, be issued in uncertificated form.


 


(4) Further,
notwithstanding anything in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period,
Shares (either in certificated or uncertificated form) or cash, as applicable, shall promptly be issued to the Participant, unless otherwise
deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment
shall in any event be made no later than March 15th of the calendar year following the year of vesting or within such other period as
is required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code.


 


(c) Restrictions
and Conditions. The Restricted Stock and Restricted Stock Units granted pursuant to this Section 9 shall be subject to the following
restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or,
subject to Section 409A of the Code where applicable, thereafter:


 






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(1) The
Award Agreement may provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in
part based on such factors and such circumstances as set forth in the Award Agreement, including, but not limited to, the attainment
of certain performance related goals, the Participant’s termination of employment or service with the Company or any Affiliate
thereof, or the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards
shall be subject to Section 13 hereof.


 


(2) Except
as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect
to shares of Restricted Stock during the Restricted Period, including the right to vote such shares and to receive any dividends declared
with respect to such shares; provided, however, that except as provided in the applicable Award Agreement, any dividends
declared during the Restricted Period with respect to such shares shall only become payable if (and to the extent) the underlying Restricted
Stock vest. Except as provided in the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder
with respect to Ordinary Shares subject to Restricted Stock Units during the Restricted Period; provided, however, that,
subject to Section 409A of the Code, an amount equal to any dividends declared during the Restricted Period with respect to the number
of Ordinary Shares covered by Restricted Stock Units may, to the extent set forth in an Award Agreement, be provided to the Participant
at the time (and to the extent) that Ordinary Shares in respect of the related Restricted Stock Units are delivered to the Participant.


 


(d) Termination
of Employment or Service. The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment
or service with the Company and all Affiliates thereof for any reason during the Restricted Period shall be set forth in the Award Agreement.


 


(e) Form
of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof) that
any Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in connection
with the Award, to the extent set forth in the Award Agreement.


 


Section
10. Other Stock-Based Awards.


 


Other
forms of Awards valued in whole or in part by reference to, or otherwise based on, Ordinary Share, including but not limited to dividend
equivalents, may be granted either alone or in addition to other Awards (other than in connection with Options or Stock Appreciation
Rights) under the Plan. Any dividend or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and
risks of forfeiture as the underlying Awards and shall only become payable if (and to the extent) the underlying Awards vest. Subject
to the provisions of the Plan, the Administrator shall have sole and complete authority to determine the individuals to whom and the
time or times at which such Other Stock-Based Awards shall be granted, the number of Ordinary Shares to be granted pursuant to such Other
Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in Ordinary Shares, cash or other property),
or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited
to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards.


 






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Section
11. Stock Bonuses.


 


In
the event that the Administrator grants a Stock Bonus, the Shares constituting such Stock Bonus shall, as determined by the Administrator,
be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant
was made and delivered to such Participant as soon as practicable after the date on which such Stock Bonus is payable.


 


Section
12. Cash Awards.


 


The
Administrator may grant Awards that are payable solely in cash, as deemed by the Administrator to be consistent with the purposes of
the Plan, and such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator,
in its sole discretion, from time to time. Cash Awards may be granted with value and payment contingent upon the achievement of Performance
Goals.


 


Section
13. Change in Control Provisions.


 


Except
as provided in the applicable Award Agreement, in the event that (a) a Change in Control occurs and (b) either (x) an outstanding Award
is not assumed or substituted in connection therewith or (y) an outstanding Award is assumed or substituted in connection therewith and
the Participant’s employment or service is terminated by the Company, its successor or an Affiliate thereof without Cause or by
the Participant for Good Reason (if applicable) on or after the effective date of the Change in Control but prior to twelve (12) months
following the Change in Control, then:


 


(a) any
unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable; and


 


(b) the
restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall
lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed
to be achieved at target performance levels.


 


For
purposes of this Section 13, an outstanding Award shall be considered to be assumed or substituted for if, following the Change in Control,
the Award remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in Control
except that, if the Award related to Shares, the Award instead confers the right to receive common stock of the acquiring entity (or
such other security or entity as may be determined by the Administrator, in its sole discretion, pursuant to Section 5 hereof).


 






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Section
14. Amendment and Termination.


 


The
Board may amend, alter or terminate the Plan, but no amendment, alteration, or termination shall be made that would adversely affect
the rights of a Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines
otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment to the Plan that would require such
approval in order to satisfy any rules of the stock exchange on which the Ordinary Share is traded or other applicable law. The Administrator
may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 hereof and the immediately
preceding sentence, no such amendment shall adversely affect the rights of any Participant without his or her consent.


 


Section
15. Unfunded Status of Plan.


 


The
Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to
a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general
creditor of the Company.


 


Section
16. Withholding Taxes.


 


Each
Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant
for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Company regarding payment of, an amount
in respect of such taxes up to the maximum statutory rates in the Participant’s applicable jurisdiction with respect to the Award,
as determined by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements,
and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount
sufficient to satisfy any applicable withholding tax requirements related thereto as determined by the Company. Whenever Shares or property
other than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the
Company in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations as determined by
the Company; provided that, with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either
(i) electing to have the Company withhold from such delivery Shares or other property, as applicable, or (ii) by delivering already owned
unrestricted Ordinary Shares, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations
as determined by the Company. Such already owned and unrestricted Ordinary Shares shall be valued at their Fair Market Value on the date
on which the amount of tax to be withheld is determined and any fractional share amounts resulting therefrom shall be settled in cash.
Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an award. The Company may also
use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with
respect to any Award as determined by the Company.


 






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Section
17. Transfer of Awards.


 


Until
such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment,
mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or
creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”)
by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent
of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator or except for estate planning
purposes, subject to the Participant’s and/or the transferee’s execution of any additional documentation reasonably required
by the Company. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement
shall be null and void ab initio, and shall not create any obligation or liability of the Company, and any Person purportedly acquiring
any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled
to be recognized as a holder of any Ordinary Shares or other property underlying such Award. Unless otherwise determined by the Administrator
in accordance with the provisions of the immediately preceding sentence, an Option or Stock Appreciation Right may be exercised, during
the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability,
by the Participant’s guardian or legal representative.


 


Section
18. Continued Employment or Service.


 


Neither
the adoption of the Plan nor the grant of an Award hereunder shall confer upon any Eligible Recipient any right to continued employment
or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company
or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.


 


Section
19. Effective Date.


 


The
Plan was adopted by the Board on June 10, 2022, was approved by its stockholders as of July 25, 2022, and became effective on July 27,
2022 (the “Effective Date”).


 


Section
20. Term of Plan.


 


No
Award shall be granted pursuant to the Plan on or after the tenth (10th) anniversary of the Effective Date, but Awards theretofore granted
may extend beyond that date.


 


Section
21. Securities Matters and Regulations.


 


(a) Notwithstanding
anything herein to the contrary, the obligation of the Company to sell or deliver Ordinary Share with respect to any Award granted under
the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws,
and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Administrator. The
Administrator may require, as a condition of the issuance and delivery of certificates evidencing Ordinary Shares pursuant to the terms
hereof, that the recipient of such shares make such agreements and representations, and that such certificates bear such legends, as
the Administrator, in its sole discretion, deems necessary or advisable.


 






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(b) Each
Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of Ordinary Share issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award
or the issuance of Ordinary Share, no such Award shall be granted or payment made or Ordinary Share issued, in whole or in part, unless
such listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to
the Administrator.


 


(c) In
the event that the disposition of Ordinary Share acquired pursuant to the Plan is not covered by a then current registration statement
under the Securities Act and is not otherwise exempt from such registration, such Ordinary Share shall be restricted against transfer
to the extent required by the Securities Act or regulations thereunder, and the Administrator may require a Participant receiving Ordinary
Share pursuant to the Plan, as a condition precedent to receipt of such Ordinary Share, to represent to the Company in writing that the
Ordinary Share acquired by such Participant is acquired for investment only and not with a view to distribution.


 


Section
22. Notification of Election Under Section 83(b) of the Code.


 


If
any Participant shall, in connection with the acquisition of Ordinary Shares under the Plan, make the election permitted under Section
83(b) of the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the election
with the Internal Revenue Service.


 


Section
23. No Fractional Shares.


 


No
fractional Ordinary Shares shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash, other Awards,
or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.


 


Section
24. Beneficiary.


 


A
Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator
and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.


 






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Section
25. Paperless Administration.


 


In
the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.


 


Section
26. Severability.


 


If
any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be
applied as if the invalid or unenforceable provision had not been included in the Plan.


 


Section
27. Clawback.


 


(a) Each
Award granted under the Plan shall be subject to any applicable recoupment policy maintained by the Company or any of its Affiliates
as in effect from time to time.


 


(b) Notwithstanding
any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listing
requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation
or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock
exchange listing requirement).


 


Section
28. Section 409A of the Code.


 


The
Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with
Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding
anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section
409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the
Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred
a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments
described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to
the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates)
are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest
charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on
the first business day after the date that is six (6) months following such separation from service (or upon the Participant’s
death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment
for purposes of Section 409A of the Code. The Company makes no representation that any or all of the payments or benefits described in
this Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from
applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section
409A of the Code.


 






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Section
29. Governing Law.


 


The
Plan shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to the principles
of conflicts of law of any other jurisdiction.


 


Section
30. Titles and Headings.


 


The
titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.


 


Section
31. Successors.


 


The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all
of the assets and business of the Company.


 


Section
32. Relationship to other Benefits.


 


No
payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in
writing in such other plan or an agreement thereunder.


 


 


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