Exhibit 4.22


 


DRAGON VICTORY INTERNATIONAL
LIMITED


2022 PERFORMANCE INCENTIVE PLAN


 


	1.	PURPOSE OF PLAN



 


The purpose of this Dragon Victory
International Limited 2022 Performance Incentive Plan (this “Plan”) of Dragon Victory International Limited, an exempted
company organized under the Companies Law 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 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, 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.

                                                                                 

                                                                                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).




 




    1


     


    




 


		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 rescission of such awards;



 


		(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;



 






    2


     


    

 


		(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 or awards under this Plan
from time to time and/or the manner in which such value will be determined; and



 


		(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. Neither the Board nor any other Administrator, nor any member thereof or person acting at the direction thereof, nor the Company
or any of its Subsidiaries, shall be liable for any damages of a participant should an option intended as an ISO (as defined below) fail
to meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to ISOs, should
any other award(s) fail to qualify for any intended tax treatment, should any award grant or other action with respect thereto not satisfy
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or otherwise for any tax or other liability imposed on a
participant with respect to an award.



 


		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 any of its Subsidiaries or to third parties.



 


		3.6	Option and SAR 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 (as defined below) 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.



 






    3


     


    

 


	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 ordinary shares
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.



 


		4.2	Share Limits. The maximum number of Ordinary Shares that may be delivered
pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to 3,300,000 Ordinary Shares.



 


The foregoing numerical limit is
subject to adjustment as contemplated by Section 4.4, Section 7.1, and Section 8.10.


 


		4.3	ISO Share Limit. The maximum number of Ordinary Shares
that may be delivered pursuant to options qualified as ISO (as defined below) granted under this Plan is 3,300,000 shares.



 


		4.4	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.



 


		4.5	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.



 




    4


     


    

 


	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 singly, 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. 


 




    5


     


    




 


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 Ordinary Shares 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.



 


		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.



 






    6


     


    

 


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).



 







		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).


 






    7


     


    

 


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),



 


		(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.



 






    8


     


    

 


	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).


 


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.


 






    9


     


    

 


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.


 


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.



 






    10


     


    

 


		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.



 


		(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.



 






    11


     


    

 


		(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 June 30, 2022, the date of its approval by the Board (the “Effective Date”).
This Plan shall be submitted for and subject to shareholder approval no later than twelve months after the Effective Date. Unless earlier
terminated by the Board and subject to any extension that may be approved by shareholders, 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.


 


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.


 






    12


     


    

 


		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.



 


		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.



 






    13


     


    

 


		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.






 


		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).



 


 


14