Form 8-K

8-K — Zura Bio Ltd

Accession: 0001104659-26-075826

Filed: 2026-06-18

Period: 2026-06-17

CIK: 0001855644

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2618327d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2618327d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2618327d1_8k.htm · Sequence: 1

false

0001855644

2026-06-17

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

Warrants [Member]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K

Current

Report

Pursuant

to Section 13 or

15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2026

Zura Bio Limited

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40598

98-1725736

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1489 W. Warm Springs Rd. #110

Henderson, NV 89014

(Address of principal

executive offices, including zip code)

(702) 825-9872

(Registrant’s telephone

number, including area code)

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name

of each exchange on which

registered

Class A Ordinary Shares, par value $0.0001 per share

ZURA

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On June 17, 2026, Zura

Bio Limited (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”), at which a

quorum was present. At the Annual Meeting, the shareholders of the Company approved an amendment and restatement of the Company’s

2023 Equity Incentive Plan (the “Amended 2023 Plan”). The Company’s board of directors previously approved the Amended

2023 Plan on April 23, 2026, subject to approval of the shareholders at the Annual Meeting. The Amended 2023 Plan became effective

immediately upon shareholder approval at the Annual Meeting.

The material terms of the

Amended 2023 Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange

Commission on April 30, 2026 (the “Proxy Statement”) in the section entitled “Proposal 3: Approve the Amended and

Restated 2023 Zura Bio Limited Equity Incentive Plan”. The description and terms of the Amended 2023 Plan contained herein and in

the Proxy Statement are qualified in their entirety by the text of the Amended 2023 Plan, a copy of which is attached as Exhibit 10.1

to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders

As referenced above, on June 17,

2026, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, the shareholders of the Company voted

on the following four proposals: (1) the election, by ordinary resolution, of the eight (8) directors listed below (the “Director

Nominees”) to the Company’s Board of Directors (the “Board”) to hold office until the next annual general meeting

of shareholders or until their respective successors have been elected and qualified, or until their earlier death, resignation or removal

(“Proposal 1”); (2) the ratification, by ordinary resolution, of the appointment by the Audit Committee of the Board

of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31,

2026 (“Proposal 2”); (3) the approval, by ordinary resolution, of the Amended 2023 Plan (“Proposal 3”); and

(4) the approval, by ordinary resolution, of the adjournment of the Annual Meeting by the chairman thereof to a later date, if necessary,

for the purpose of soliciting additional proxies in favor of Proposals 1, 2 and 3, in the event the Company does not receive the requisite

shareholder votes to approve Proposals 1, 2 and 3 (“Proposal 4”). Each of these proposals is described in greater detail in

the Proxy Statement. The final results of the voting on each proposal are set forth below.

Proposal 1 - Election of Directors.

The Company’s shareholders

elected the Director Nominees as directors of the Company, each to hold office until the next annual general meeting of shareholders or

until their respective successors have been elected and qualified, or until their earlier death, resignation or removal. The votes cast

were as follows:

Nominee

For

Against

Abstain

Broker Non-Votes

Daniel Becker

55,968,512

291,173

20,958

18,267,509

Mark Eisner

56,209,068

49,466

22,109

18,267,509

Jennifer Jarrett

39,788,639

16,471,044

20,958

18,267,511

Sandeep Kulkarni

56,250,391

8,292

21,960

18,267,509

Amit Munshi

40,229,829

16,027,697

23,115

18,267,511

Ajay Nirula

56,249,212

8,319

23,113

18,267,508

Steven Schoch

56,197,526

61,025

22,093

18,267,508

Parvinder Thiara

55,766,669

490,857

23,115

18,267,511

Proposal 2 - Ratification of the Appointment

of Independent Registered Public Accounting Firm.

The Company’s shareholders

ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal

year ending December 31, 2026. The votes cast were as follows:

For

Against

Abstain

74,323,697

30,527

193,928

Proposal 3 - Approval of the Amended and

Restated 2023 Zura Bio Limited Equity Incentive Plan

The Company’s shareholders

approved the amendment and restatement of the Company’s 2023 Equity Incentive Plan. The votes cast were as follows:

For

Against

Abstain

Broker Non-Votes

38,850,373

17,403,607

26,663

18,267,509

Proposal 4 - Adjournment Proposal.

Proposal 4 was to approve

an adjournment of the Annual Meeting by the chairman thereof to a later date, if necessary, for the purpose of soliciting additional proxies

in favor of Proposals 1, 2 and 3, in the event the Company did not receive the requisite shareholder votes to approve Proposals 1, 2 and

3. As Proposals 1, 2 and 3 were approved by the requisite number of votes, Proposal 4 was not put to a vote of the shareholders at the

Annual Meeting.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Amended and Restated 2023 Equity Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: June 18, 2026

ZURA BIO LIMITED

By:

/s/

Kim Davis

Chief Operating Officer, Chief Legal Officer and Corporate

Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2618327d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

ZURA BIO LIMITED

2023 EQUITY INCENTIVE PLAN

(As Amended June 1, 2023 and June 17, 2026)

Purpose

The purpose of this Zura Bio Limited 2023 Equity

Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non- employee

directors and other service providers of Zura Bio Limited, a Cayman Islands exempted company (the “Company”),

and its shareholders by providing share-based compensation and other performance-based compensation. The objectives of the Plan are to

attract and retain the talented employees and service providers for positions of substantial responsibility and to motivate Participants

to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that

link the personal interests of Participants to those of the Company’s shareholders. The Plan provides for the grant of Options,

Share Appreciation Rights, Restricted Share Units, Restricted Shares and Other Share-Based Awards and for Incentive Bonuses, which may

be paid in cash, Ordinary Shares or a combination thereof, as determined by the Committee.

Definitions

As used in the Plan, the following terms shall have the meanings set

forth below:

“Affiliate”

means any entity in which the Company has a substantial direct or indirect equity interest, as determined by the Committee from time to

time.

“Award”

means an Option, Share Appreciation Right, Restricted Share Unit, Restricted Share, Other Share-Based Award or Incentive Bonus granted

to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance conditions.

“Award Agreement”

means a written or electronic agreement or other instrument as may be approved from time to time by the Committee and designated as such

implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by both the Participant and

the Company (or an authorized representative of the Company) or certificates, notices or similar instruments as approved by the Committee

and designated as such.

“Beneficial Owner”

shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Board”

means the Board of Directors of the Company.

“Cause”

has the meaning set forth in the written employment, offer, services or severance agreement or letter between the Participant and the

Company or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement, means a Participant’s Termination

of Employment by the Company or an Affiliate by reason of (i) the Participant’s material breach of any agreement between the Participant

and the Company or an Affiliate or any policy of the Company of an Affiliate; (ii) the willful failure or refusal by the Participant to

substantially perform his or her duties; (iii) the commission or conviction of the Participant of, or the entering of a plea of nolo contendere

by the Participant with respect to, (A) a felony or (B) a misdemeanor involving moral turpitude; or (iv) the Participant’s gross

misconduct that causes harm to the reputation of the Company. A Participant’s employment or service will be deemed to have been

terminated for Cause if it is determined subsequent to such Participant’s Termination of Employment that grounds for a Termination

of Employment for Cause existed at the time of such Termination of Employment, as determined by the Committee.

“Change in Control”

means, except as otherwise provided in an Award Agreement, the occurrence of any one of the following:

(i)    any

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 or any securities acquired directly from the Company or its Affiliates) representing 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 Section 2(h)(iii) below;

(ii)     the

following individuals cease for any reason to constitute a majority of the number of directors then serving: (A) individuals who, on the

Effective Date (as defined below), constitute the Board and (B) any new director (other than a director whose initial assumption of office

is in connection with an actual or threatened election contest, including 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 shareholders was approved

or recommended by a vote of at least a majority of the directors then still in office who were either directors on the Effective Date

or whose appointment, election or nomination for election was previously so approved or recommended;

(iii)    there

is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation,

other than a merger or consolidation which would result in the holders of 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) at least 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; or

(iv)     there

is consummated a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition

by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the

voting securities of which is owned by shareholders of the Company in substantially the same proportions as their ownership of the Company

immediately prior to such sale.

“Code”

means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rulings and regulations issued thereunder.

“Committee”

means the Compensation Committee of the Board (or any successor committee) or such other committee as designated by the Board to administer

the Plan under Section 6.

“Company”

means Zura Bio Limited, a Cayman Islands exempted company, and except as utilized in the definition of Change in Control, any successor

corporation.

“Disability”

has the meaning set forth in a written employment, offer, services or severance agreement or letter between the Participant and the Company

or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement, means the inability of the Participant

to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. A determination of

Disability shall be made by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances,

and in this respect, Participants shall submit to an examination by a physician upon request by the Committee.

“Dividend Equivalent”

mean an amount payable in cash or Ordinary Shares, as determined by the Committee, equal to the dividends that would have been paid to

the Participant if the Ordinary Share with respect to which the Dividend Equivalent relates had been owned by the Participant.

“Effective Date”

means the date on which the Plan originally took effect, as defined pursuant to Section 4.

“Eligible Person”

any current or prospective employee, officer, non-employee director or other service provider of the Company or any of its Subsidiaries;

provided however that Incentive Share Options may only be granted to employees of the Company or any of its “subsidiary corporations”

within the meaning of Section 424 of the Code.

“Exchange Act”

means the U.S. Securities Exchange Act of 1934, as amended.

“Fair Market Value”

means as of any date, the value of a Ordinary Share determined as follows: (i) if the Ordinary Shares are listed on any established stock

exchange, system or market, the Fair Market Value shall be the closing price for a Ordinary Share as quoted on such exchange, system or

market as reported in the Wall Street Journal or such other source as the Committee deems reliable (or, if no sale of Ordinary Shares

is reported for such date, on the next preceding date on which any sale shall have been reported); and (ii) in the absence of an established

market for the Ordinary Shares, the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application

of a reasonable valuation method, taking into account factors consistent with Treas. Reg. §409A-1(b)(5)(iv)(B) as the Committee deems

appropriate.

“Good Reason”

shall have the meaning set forth in the written employment, offer, services or severance agreement or letter between the Participant and

the Company or an Affiliate, or, if there is no such agreement or no such term is defined in such agreement, shall mean any action taken

by the Participant’s employer that results in a material negative change to the Participant’s employment relationship, such

as the duties to be performed, the conditions under which such duties are to be performed (including a relocation of where services art

to be performance that is over thirty 30 miles) or the total compensation to be received for performing such services. A termination of

employment by the Participant shall not constitute termination for Good Reason unless the Participant shall first have delivered to the

employer written notice setting forth with specificity the occurrence deemed to give rise to a right to terminate for Good Reason (which

notice must be given no later than 90 days after the occurrence of such event), and there shall have passed a reasonable time (not less

than 30 days) within which the employer may take action to correct, rescind or otherwise substantially reverse the occurrence supporting

termination for Good Reason as identified by the Participant.

“Incentive Bonus”

means a bonus opportunity awarded under Section 12 pursuant to which a Participant may become entitled to receive an

amount based on satisfaction of such performance criteria established for a specified performance period as specified in the Award Agreement.

“Incentive Share

Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section

422 of the Code.

“Nonqualified

Share Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning

of Section 422 of the Code.

“Option”

means a right to purchase a number of Ordinary Shares at such exercise price, at such times and on such other terms and conditions as

are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Share Options or

Nonqualified Share Options.

“Ordinary Share”

means a Class A ordinary share of the Company, or such other class or kind of shares or other securities as may be applicable under Section

16.

“Other Share-Based

Award” means an Award granted to an Eligible Person under Section 11.

“Participant”

means any Eligible Person to whom Awards have been granted from time to time by the Committee and any authorized transferee of such individual.

“Person”

shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof,

except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities

under an employee benefit plan of the Company or any of its Subsidiaries, (iii) an underwriter temporarily holding securities pursuant

to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially

the same proportions as their ownership of the Company’s Ordinary Shares.

“Restricted Share”

means an Award or issuance of Ordinary Shares the grant, issuance, vesting and/or transferability of which is subject during specified

periods of time to such conditions (including continued employment or engagement or performance conditions) and terms as the Committee

deems appropriate.

“Restricted Share

Unit” means an Award denominated in units of Ordinary Shares under which the issuance of Ordinary Shares (or cash payment

in lieu thereof) is subject to such conditions (including continued employment or engagement or performance conditions) and terms as the

Committee deems appropriate.

“Separation from

Service” or “Separates from Service” means a Termination of Employment that constitutes a “separation

from service” within the meaning of Section 409A of the Code.

“Share Appreciation

Right” or “SAR” means a right granted that entitles the Participant to receive, in cash or Ordinary

Shares or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified

number of Ordinary Shares at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date

of grant.

“Subsidiary”

means any business association (including a corporation or a partnership, other than the Company) in an unbroken chain of such associations

beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including

shares or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one of

the other associations in such chain.

“Substitute Awards”

means Awards granted or Ordinary Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously

granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company

or any Subsidiary combines.

“Termination

of Employment” means ceasing to serve as an employee of the Company and its Subsidiaries or, with respect to a non- employee

director or other service provider, ceasing to serve as such for the Company and its Subsidiaries, except that with respect to all or

any Awards held by a Participant (i) the Committee may determine that a leave of absence or employment on a less than full-time basis

is considered a “Termination of Employment,” (ii) the Committee may determine that a transition from employment to service

with a partnership, joint venture or corporation not meeting the requirements of a Subsidiary in which the Company or a Subsidiary is

a party is not considered a “Termination of Employment,” (iii) service as a member of the Board (or another capacity as a

service provider) shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an

employee, (iv) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted

to a Participant while he or she served as a member of the Board or other service provider, and (v) the Committee may determine that

a transition from employment with the Company or a Subsidiary to service to the Company or a Subsidiary other than as an employee shall

constitute a “Termination of Employment”. The Committee shall determine whether any corporate transaction, such as a sale

or spin-off of a division or Subsidiary that employs or engages a Participant, shall be deemed to result in a Termination of Employment

with the Company and its Subsidiaries for purposes of any affected Participant’s Awards, and the Committee’s decision shall

be final and binding.

Eligibility

Any Eligible Person is eligible for selection

by the Committee to receive an Award.

Effective Date and Termination of Plan

This Plan became effective on March 20, 2023 (the

“Effective Date”). The Plan shall remain available for the grant of Awards until the 10th anniversary of

the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination

of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards theretofore granted.

Shares Subject to the Plan and to Awards

(a)    Aggregate

Limits. The maximum aggregate number of Ordinary Shares issuable under the Plan shall be equal to 9,594,213. The reserved number of

Ordinary Shares will increase on January 1st of each calendar year beginning on January 1, 2024 and ending on and including January 1,

2029 (each, an “Evergreen Date”), in an amount equal to the lesser of (i) 5.0% of the total number of Ordinary Shares (and

beginning January 1, 2027, the sum of the total number of Ordinary Shares and the total number of Ordinary Shares underlying all pre-funded

warrants) outstanding on the December 31st immediately preceding the applicable Evergreen Date, (ii) 8,059,796 Ordinary Shares or (iii)

such lesser number of Ordinary Shares as determined to be appropriate by the Committee in its sole discretion.

(b)    Adjustment

of Share Pool. The aggregate number of Ordinary Shares available for grant under this Plan and the number of Ordinary Shares subject

to Awards outstanding at the time of any event described in Section 16 shall be subject to adjustment as provided in Section

16. The Ordinary Shares issued pursuant to Awards granted under this Plan may be shares that are authorized and unissued or shares

that were reacquired by the Company, including shares purchased in the open market.

of Shares. For purposes of Section 5(a), the aggregate number of Ordinary Shares issued under this Plan at any time shall

equal only the number of Ordinary Shares actually issued upon exercise or settlement of an Award. Ordinary Shares subject to Awards that

have been canceled, expired, forfeited or otherwise not issued under an Award and Ordinary Shares subject to Awards settled in cash shall

not count as Ordinary Shares issued under this Plan. The aggregate number of shares available for issuance under this Plan at any time

shall not be reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash, (ii)

shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase

price or tax withholding obligation of an Award, or (iii) shares subject to Awards that otherwise do not result in the issuance of shares

in connection with payment or settlement thereof. In addition, shares that have been delivered (either actually or by attestation) to

the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award shall be available

for issuance under this Plan.

(d)     Substitute

Awards. Substitute Awards shall not reduce the Ordinary Shares authorized for issuance under the Plan or authorized for grant to a

Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the

Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation

of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the

extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination

to determine the consideration payable to the holders of Ordinary Shares of the entities party to such acquisition or combination) may

be used for Awards under the Plan and shall not reduce the Ordinary Shares authorized for issuance under the Plan; provided that, Awards

using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing

plan, absent the acquisition or combination, (ii) shall only be made to individuals who were employees of such acquired or combined company

before such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange or market or quotation system

on which the Ordinary Shares are traded, listed or quoted.

(e)    Tax

Code Limits. The aggregate number of Ordinary Shares that may be issued pursuant to the exercise of Incentive Share Options granted

under this Plan shall be equal to 8,059,796, which number shall be calculated and adjusted pursuant to Section 16 only

to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Share Option

under Section 422 of the Code.

(f)    Limits

on Non-Employee Director Compensation. The aggregate dollar value of equity-based (based on the grant date Fair Market Value

of equity-based Awards) and cash compensation granted under this Plan or otherwise during any calendar year to any non-employee director

shall not exceed $750,000; provided, however, that (i) in the calendar year in which a non-employee director first joins the Board, the

maximum aggregate dollar value of equity-based and cash compensation granted to the non-employee director may be up to $1,000,000, (ii)

effective as of the closing of the merger of Zura Bio Limited with JATT Acquisition Corp (the “Closing”), the Chair of the

Board shall receive a special one-time grant of 500,000 time-based restricted stock units and 250,000 performance-based restricted stock

units, and (iii) the Chair of the Board in place as of the Closing shall receive $25,000 per month for so long as he is providing expanded

responsibilities in such capacity, as agreed to in writing by the Company, and after completion of such responsibilities, annual retainers

that are in no event more than $200,000 per calendar year.

Administration of the Plan

(a)     Administrator

of the Plan. The Plan shall be administered by the Committee. Any power of the Committee may also be exercised by the Board, except

to the extent that the grant or exercise of such authority would cause any Award or transaction to become subject to (or lose an exemption

under) the short-swing profit recovery provisions of Section 16 of the Exchange Act. To the extent that any permitted action taken by

the Board conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable

law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of

one or more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all purposes under

this Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee the authority to

grant Awards, the resolution so authorizing such subcommittee shall specify the total number of Ordinary Shares such subcommittee may

award pursuant to such delegated authority, and no such subcommittee shall designate any officer serving thereon or any officer (within

the meaning of Section 16 of the Exchange Act) or non-employee director of the Company as a recipient of any Awards granted under such

delegated authority. The Committee may further designate and delegate to one or more additional officers or employees of the Company or

any Subsidiary, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of

the Plan and/or of Awards granted under the Plan.

(b)     Powers

of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that

it determines to be necessary or appropriate in connection with the administration of this Plan, including:

(i)

to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;

(ii)     to

determine which Persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder and the timing

of any such Awards;

(iii)

to prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;

(iv)    to

establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention,

vesting, exercisability or settlement of any Award;

(v)    to

prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants under this

Plan;

(vi)

to determine the extent to which adjustments are required pursuant to Section 16;

(vii)    to

interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder,

and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;

(viii)    to

approve corrections in the documentation or administration of any Award;

(ix)    to

make all other determinations deemed necessary or advisable for the administration of this Plan; and

(x)    to

adopt such procedures and sub-plans as are necessary or appropriate (A) to permit or facilitate participation in this Plan by persons

eligible to receive Awards under this Plan who are not citizens of or subject to taxation by, or who are employed outside, the United

States or (B) to allow Awards to qualify for special tax treatment in a jurisdiction other than the United States. Committee approval

will not be necessary for immaterial modifications to this Plan or any Award Agreement that are required for compliance with the laws

of the relevant jurisdiction.

Notwithstanding anything in this Plan to the contrary,

the Committee shall exercise its discretion in a manner that causes Awards to be compliant with or exempt from the requirements of Section

409A of the Code. Without limiting the foregoing, unless expressly agreed to in writing by the Participant holding an Award that is “deferred

compensation” under Section 409A of the Code, the Committee shall not take any action with respect to any Award which constitutes

(x) a modification of a stock right within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new

stock right, (y) an extension of a stock right, including the addition of a feature for the deferral of compensation within

the meaning of Treas. Reg. § 1.409A-1 (b)(5)(v) (C), or (z) an impermissible acceleration of a payment date or a subsequent deferral

of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(E).

The Committee may, in its sole and absolute discretion,

without amendment to the Plan but subject to the limitations otherwise set forth in Section 20, waive or amend the operation

of Plan provisions respecting exercise after Termination of Employment. The Committee or any member thereof may, in its sole and absolute

discretion, except as otherwise provided in Section 20, waive, settle or adjust any of the terms of any Award so as to avoid

unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption

of communications or natural catastrophe).

by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations

under the Plan and the terms and conditions of, or operation of, any Award granted hereunder, shall be final and binding on all Participants,

beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such

factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including

the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may

select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon

the advice of counsel and shall incur no liability except for as a result of gross negligence or willful misconduct in the performance

of their duties.

(d)     Subsidiary

Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs,

be implemented by the Company issuing any subject Ordinary Shares to the Subsidiary, for such lawful consideration as the Committee may

determine, upon the condition or understanding that the Subsidiary will transfer the Ordinary Shares to the Participant in accordance

with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof,

such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.

Plan Awards

(a)    Terms

Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time and from time to

time prior to the termination of the Plan. The terms and conditions of each Award shall be set forth in an Award Agreement in a form approved

by the Committee for such Award, which Award Agreement may contain such terms and conditions as specified from time to time by the Committee,

provided such terms and conditions do not conflict with the Plan. The Award Agreement for any Award (other than Restricted Share Awards)

shall include the time or times at or within which and the consideration, if any, for which any Ordinary Shares or cash, as applicable,

may be acquired from the Company. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any

requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.

(b)     Termination

of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of

an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment.

of a Shareholder. A Participant shall have no rights as a shareholder with respect to Ordinary Shares covered by an Award (including

voting rights) until the date the Participant becomes the holder of record of such Ordinary Shares. No adjustment shall be made for dividends

or other rights for which the record date is prior to such date, except as provided in Sections 10(b), 11(b) or 16 of

this Plan or as otherwise provided by the Committee.

Options

(a)    Grant,

Term and Price. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be subject to

such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions

based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance

conditions. The term of an Option shall in no event be greater than 10 years; provided, however, the term of an Option (other than an

Incentive Share Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Option

is prohibited by law or the Company’s insider trading policy from exercising the Option, which extension shall expire on the 30th

day following the date such prohibition no longer applies. The Committee will establish the price at which Ordinary Shares may be purchased

upon exercise of an Option, which in no event will be less than the Fair Market Value of such shares on the date of grant; provided, however,

that the exercise price per Ordinary Share with respect to an Option that is granted as a Substitute Award may be less than the Fair Market

Value of the Ordinary Shares on the date such Option is granted if such exercise price is based on a formula set forth in the terms of

the options held by such optionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the

requirements of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as “incentive stock

options” within the meaning of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees

are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price of

any Option may be paid in cash or such other method as determined by the Committee, including an irrevocable commitment by a broker to

pay over such amount from a sale of the Ordinary Shares issuable under an Option, the delivery of previously owned Ordinary Shares or

withholding of Ordinary Shares deliverable upon exercise.

(b)     Repricing.

Other than in connection with a change in the Company’s capitalization (as described in Section 16) or within the first

twenty-four months after the Effective Date, the Committee shall not, without shareholder approval, reduce the exercise price of a previously

awarded Option, provided, however, that at any time when the exercise price of an Option previously awarded at least two years ago is

at least 100% greater than the Fair Market Value of an Ordinary Share over a period of 90 trading days, the Committee may, in its sole

discretion and without shareholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no)

exercise price.

Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of,

Ordinary Shares to the Company in payment of the exercise price and/or tax withholding obligation under any other employee share option.

(d)     Incentive

Share Options. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Incentive Share

Option, if the Participant owns shares possessing more than 10% of the combined voting power of all classes of shares of the Company,

the exercise price of such Option must be at least 110% of the Fair Market Value of the Ordinary Shares on the date of grant and the Option

must expire within a period of not more than five years from the date of grant. Notwithstanding anything in this Section 8 to

the contrary, Options designated as Incentive Share Options shall not be eligible for treatment under the Code as Incentive Share Options

(and will be deemed to be Nonqualified Share Options) to the extent that either (i) the aggregate Fair Market Value of the Ordinary Shares

(determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any

calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which

they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period of

time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code and the

regulations promulgated thereunder).

(e)    No

Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents

in respect of an Option or any Ordinary Shares subject to an Option until the Participant has become the holder of record of such shares.

Share Appreciation Rights

(a)     General

Terms. The grant, issuance, retention, vesting and/or settlement of any Share Appreciation Right shall occur at such time and be subject

to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions

based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance

conditions. Share Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options

granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”).

Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically

to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the

shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered

by the Option exercise. Any Share Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted

or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of an Ordinary Share on the

date of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject

to the same terms and conditions applicable to Options as set forth in Section 8 and all tandem SARs shall have the same

exercise price as the Option to which they relate. Subject to the provisions of Section 8 and the immediately preceding

sentence, the Committee may impose such other conditions or restrictions on any Share Appreciation Right as it shall deem appropriate.

Share Appreciation Rights may be settled in Ordinary Shares, cash, Restricted Shares or a combination thereof, as determined by the Committee

and set forth in the applicable Award Agreement.

(b)     No

Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described

in Section 16) or within the first twenty-four months after the Effective Date, the Committee shall not, without shareholder

approval, reduce the exercise price of a previously awarded Share Appreciation Right, and at any time when the exercise price of a previously

awarded Share Appreciation Right is above the Fair Market Value of a Ordinary Share, the Committee shall not, without shareholder approval,

cancel and re-grant or exchange such Share Appreciation Right for cash or a new Award with a lower (or no) exercise price.

Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents

in respect of an Award of Share Appreciation Rights or any Ordinary Shares subject to an Award of Share Appreciation Rights until the

Participant has become the holder of record of such shares.

10.

Restricted Shares and Restricted Share Units

(a)    Vesting

and Performance Criteria. The grant, issuance, vesting and/or settlement of any Award of Restricted Shares or Restricted Share Units

shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the

Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service

requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Shares

or Restricted Share Unit Awards as the form of payment for grants or rights earned or due under other shareholder-approved compensation

plans or arrangements of the Company.

(b)    Dividends

and Distributions. Participants in whose name Restricted Shares are granted shall be entitled to receive all dividends and other distributions

paid with respect to those Ordinary Shares, unless determined otherwise by the Committee. The Committee will determine whether any such

dividends or distributions will be automatically reinvested in additional Restricted Shares and/or subject to the same restrictions on

transferability as the Restricted Shares with respect to which they were distributed or whether such dividends or distributions will be

paid in cash. Shares underlying Restricted Share Units shall be entitled to dividends or distributions only to the extent provided by

the Committee. Notwithstanding anything herein to the contrary, in no event will dividends or Dividend Equivalents be paid during the

performance period with respect to unearned Awards of Restricted Shares or Restricted Share Units that are subject to performance-based

vesting criteria. Dividends or Dividend Equivalents accrued on such shares shall become payable no earlier than the date the performance-based

vesting criteria have been achieved and the underlying shares or Restricted Share Units have been earned.

11.

Other Share-Based Awards

(a)     General

Terms. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards

that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Ordinary Shares,

as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such

Other Share-Based Awards. Ordinary Shares delivered pursuant to an Other Share-Based Award in the nature of a purchase right granted under

this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms,

including cash, Ordinary Shares, other Awards, or other property, as the Committee shall determine.

(b)    Dividends

and Distributions. Shares underlying Other Share-Based Awards shall be entitled to dividends or distributions only to the extent provided

by the Committee. Notwithstanding anything herein to the contrary, in no event will Dividend Equivalents be paid during the performance

period with respect to unearned Other Share-Based Awards that are subject to performance-based vesting criteria. Dividend Equivalents

accrued on such shares shall become payable no earlier than the date the performance-based vesting criteria have been achieved and the

shares underlying the Other Share-Based Award have been earned.

12.

Incentive Bonuses

(a)    Performance

Criteria. The Committee shall establish the performance criteria and level of achievement versus such criteria that shall determine

the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount payable and any formula for determining

such achievement, and which criteria may be based on performance conditions.

(b)     Timing

and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an

Incentive Bonus may be made in cash or in Ordinary Shares, as determined by the Committee.

Adjustments. Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive Bonus on account of either

financial performance or personal performance evaluations may be adjusted by the Committee on the basis of such further considerations

as the Committee shall determine.

13.

Performance Awards

The Committee may establish performance criteria

and level of achievement versus such criteria that shall determine the number of Ordinary Shares, Restricted Share Units, or cash to be

granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award (any such Award, a

“Performance Award”). A Performance Award may be identified as “Performance Share,” “Performance

Equity,” “Performance Unit” or other such term as chosen by the Committee.

14.

Section 457A

To the extent that any Award is determined to

constitute “nonqualified deferred compensation” from a nonqualified entity within the meaning of Section 457A (a “457A

Award”), the Award shall be subject to such additional rules and requirements as may be specified by the Committee from

time to time. It is intended that any such 457A Award will either be in full compliance with or be exempt from Section 457A of the Code.

The Company makes no representation or warranty and shall have no liability to any Participant under the Plan or any other Person with

respect to any penalties or taxes under Section 457A that are, or may be, imposed with respect to any Award.

15.

Conditions and Restrictions Upon Securities Subject to Awards

The Committee may provide that the Ordinary Shares

issued upon exercise of an Option or Share Appreciation Right or otherwise subject to or issued under an Award shall be subject to such

further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such

Option or Share Appreciation Right or the grant, vesting or settlement of such Award, including conditions on vesting or transferability,

forfeiture or repurchase provisions and method of payment for the Ordinary Shares issued upon exercise, vesting or settlement of such

Award (including the actual or constructive surrender of Ordinary Shares already owned by the Participant) or payment of taxes arising

in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the

Participant or other subsequent transfers by the Participant of any Ordinary Shares issued under an Award, including (a) restrictions

under an insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner

of sales by the Participant and holders of other Company equity compensation arrangements, (c) restrictions as to the use of a specified

brokerage firm for such resales or other transfers and (d) provisions requiring Ordinary Shares be sold on the open market or to the Company

in order to satisfy tax withholding or other obligations.

16.

Adjustment of and Changes in the Shares

(a)    The

number and kind of Ordinary Shares available for issuance under this Plan (including under any Awards then outstanding), and the number

and kind of Ordinary Shares subject to the limits set forth in Section 5, shall be equitably adjusted by the Committee to

reflect any reorganization, reclassification, combination of shares, share split, reverse share split, spin-off, extraordinary dividend

or distribution of securities, property or cash (and not regular, quarterly cash dividends), or any other event or transaction that affects

the number or kind of Ordinary Shares outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed

to treat the Ordinary Shares available under the Plan and subject to Awards as if they were all outstanding on the record date for such

event or transaction or to increase the number of such Ordinary Shares to reflect a deemed reinvestment in Ordinary Shares of the amount

distributed to the Company’s securityholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee

as to price, number or kind of Ordinary Shares subject to such Award, vesting, and other terms to reflect the foregoing events, which

adjustments need not be uniform as between different Awards or different types of Awards. No fractional Ordinary Shares shall be issued

or issuable pursuant to such an adjustment.

(b)    In

the event there shall be any other change in the number or kind of outstanding Ordinary Shares, or any shares or other securities into

which such Ordinary Shares shall have been changed, or for which it shall have been exchanged, by reason of a Change in Control, other

merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which

adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such change described

in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised, consistent with and as otherwise

permitted under Section 409A of the Code and may provide for cancellation of such accelerated Awards that are not exercised within a time

prescribed by the Committee in its sole discretion.

otherwise expressly provided in the Award Agreement or another contract, including an employment, offer, services or severance agreement

or letter, or under the terms of a transaction constituting a Change in Control, the Committee shall provide that any or all of the following

shall occur upon a Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason within

twenty-four (24) months following a Change in Control: (i) in the case of an Option or Share Appreciation Right, the Participant shall

have the ability to exercise any portion of the Option or Share Appreciation Right not previously exercisable, (ii) in the case of any

Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions to the grant,

issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the

Participant shall have the right to receive a payment based on target level achievement or actual performance through a date determined

by the Committee, and (iii) in the case of outstanding Restricted Shares, Restricted Share Units or Other Share-Based Awards (other than

those referenced in subsection (ii)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions

applicable to, such Award shall immediately lapse. Notwithstanding anything herein to the contrary, in the event of a Change in Control

in which the acquiring or surviving company in the transaction does not assume or continue outstanding Awards or issue substitute awards

upon the Change in Control, immediately prior to the Change in Control, all Awards that are not assumed, continued or substituted for

shall be treated as follows effective immediately prior to the Change in Control: (A) in the case of an Option or Share Appreciation Right,

the Participant shall have the ability to exercise such Option or Share Appreciation Right, including any portion of the Option or Share

Appreciation Right not previously exercisable, (B) in the case of any Award the vesting of which is in whole or in part subject to performance

criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions

applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based on target level

achievement or actual performance through a date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding

Restricted Shares, Restricted Share Units or Other Share-Based Awards (other than those referenced in subsection (B)), all conditions

to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately

lapse. In no event shall any action be taken pursuant to this Section 16(c) that would change the payment or settlement date

of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.

(d)     Notwithstanding

anything in this Section 16 to the contrary, in the event of a Change in Control, the Committee may provide for the cancellation

and cash settlement of all outstanding Awards upon such Change in Control.

(e)     Notwithstanding

anything in this Section 16 to the contrary, an adjustment to an Option or Share Appreciation Right under this Section

16 shall be made in a manner that will not result in the grant of a new Option or Share Appreciation Right under Section 409A

of the Code.

17.

Transferability

Each Award may not be sold, transferred for value,

pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution,

and each Option or Share Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the

foregoing, (a) outstanding Options may be exercised following the Participant’s death by the Participant’s beneficiaries or

as permitted by the Committee and (b) a Participant may transfer or assign an Award as a gift to an entity wholly owned by such Participant

(an “Assignee Entity”), provided that such Assignee Entity shall be entitled to exercise assigned Options and

Share Appreciation Rights only during the lifetime of the assigning Participant (or following the assigning Participant’s death,

by the Participant’s beneficiaries or as otherwise permitted by the Committee) and provided further that such Assignee Entity shall

not further sell, pledge, transfer, assign or otherwise alienate or hypothecate such Award.

18.

Compliance with Laws and Regulations

(a)    This

Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or deliver

Ordinary Shares under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock

exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company shall not

be required to register in a Participant’s name or deliver Ordinary Shares prior to the completion of any registration or qualification

of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Committee shall

determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority

from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance

and sale of any Ordinary Shares hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure

to issue or sell such Ordinary Shares as to which such requisite authority shall not have been obtained. No Option shall be exercisable

and no Ordinary Shares shall be issued and/or transferable under any other Award unless a registration statement with respect to the Ordinary

Shares underlying such Option is effective and current or the Company has determined, in its sole and absolute discretion, that such registration

is unnecessary.

(b)     In

the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee

may, in its sole discretion, modify the provisions of the Plan or of such Award as they pertain to such individual to comply with applicable

foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance,

exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations

with respect to tax equalization for Participants employed outside their home country.

19.

Withholding

To the extent required by applicable federal,

state, local or foreign law, the Committee may, and/or a Participant shall, make arrangements satisfactory to the Company for the satisfaction

of any withholding tax obligations that arise with respect to any Award or the issuance or sale of any Ordinary Shares. The Company shall

not be required to recognize any Participant rights under an Award, to issue Ordinary Shares or to recognize the disposition of such Ordinary

Shares until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied

by the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, the Company withholding

a portion of the Ordinary Shares that otherwise would be issued to a Participant under such Award or any other Award held by the Participant,

or by the Participant tendering to the Company cash or, if allowed by the Committee, Ordinary Shares.

20.

Amendment of the Plan or Awards

The Board may amend, alter or discontinue this

Plan, and the Committee may amend or alter any Award Agreement or other document evidencing an Award made under this Plan; however, except

as provided pursuant to the provisions of Section 16, no such amendment shall, without the approval of the shareholders of

the Company:

(a)

increase the maximum number of Ordinary Shares for which Awards may be granted under this Plan;

(b)

reduce the price at which Options may be granted below the price provided for in Section 8(a);

(c)

reprice outstanding Options or SARs other than under the exceptions described in Sections 8(b) and 9(b);

(d)

extend the term of this Plan;

(e)

change the class of Persons eligible to be Participants;

(f)

increase the individual maximum limits in Section 5(e); or

(g) otherwise amend the Plan in

any manner requiring shareholder approval by law or the rules of any stock exchange or market or quotation system on which the Ordinary

Shares are traded, listed or quoted.

No amendment or alteration to the Plan or an Award

or Award Agreement shall be made which would materially impair the rights of the holder of an Award without such holder’s consent;

provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change

in Control that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy

any law or regulation or to meet the requirements of, or avoid adverse financial accounting consequences under, any accounting standard,

or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been

adequately compensated.

21.

No Liability of Company

The Company, any Subsidiary or Affiliate which

is in existence or hereafter comes into existence, the Board and the Committee shall not be liable to a Participant or any other person

as to: (a) the non-issuance or sale of Ordinary Shares as to which the Company has been unable to obtain from any regulatory body having

jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Ordinary Shares

hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, vesting, exercise

or settlement of any Award granted hereunder.

22.

Non-Exclusivity of Plan

Neither the adoption of this Plan by the Board

nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the

power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of

Restricted Shares or Options otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only

in specific cases.

23.

Governing Law

This Plan and any agreements or other documents

hereunder shall be interpreted and construed in accordance with the laws of the Cayman Islands (without regard to its choice of law provisions).

Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation

shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

24.

No Right to Employment, Reelection or Continued Service

Nothing in this Plan or an Award Agreement shall

interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s

employment, service on the Board or service at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself

confer upon any Participant any right to continue his or her employment or service for any specified period of time. Neither an Award

nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates.

Subject to Sections 4 and 20, this Plan and the benefits hereunder may be terminated at any time in the sole

and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries and/or its Affiliates.

25.

Specified Employee Delay

To the extent any payment under this Plan is considered

deferred compensation subject to the restrictions contained in Section 409A of the Code, such payment may not be made to a specified employee

(as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of

the Code) upon Separation from Service before the date that is six months after the specified employee’s Separation form Service

(or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be

accumulated and paid on the sixth month plus one day following the specified employee’s Separation from Service (or, if earlier,

as soon as administratively practicable after the specified employee’s death).

26.

No Liability of Committee Members

No member of the Committee shall be personally

liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member

of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of

the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or

interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including

any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such

Person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any

amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights

of indemnification to which such Persons may be entitled under the Company’s Certificate of Incorporation and Bylaws (as each may

be amended from time to time), as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them

harmless.

27.

Severability

If any provision of the Plan or any Award is or

becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the

Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to

the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering

the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the

Plan and any such Award shall remain in full force and effect.

28.

Unfunded Plan

The Plan is intended to be an unfunded plan. Participants

are and shall at all times be general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to

set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims

of the creditors of the Company in the event of its bankruptcy or insolvency.

29.

Clawback/Recoupment

Awards granted under this Plan will be subject

to recoupment in accordance with any clawback policy that the Company adopts or is required to adopt pursuant to the listing standards

of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the

Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose such other clawback,

recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including a reacquisition

right in respect of previously acquired Ordinary Shares or other cash or property upon the occurrence of misconduct. No recovery of compensation

under such a clawback policy will be an event giving rise to a right to resign for Good Reason or otherwise be deemed to be a form of

“constructive termination” (or any similar term) as such terms are used in any agreement between any Participant and the Company.

30.     Failure

to Accept Award. If a Participant has not accepted an Award to the extent such acceptance has been requested or required by the Company

or has not taken all administrative and other steps (e.g., setting up an account with a broker designated by the Company) necessary for

the Company to issue Ordinary Shares upon the vesting, exercise, or settlement of the Award prior to the first date the Ordinary Shares

subject to such Award are scheduled to vest, then the portion of the Award scheduled to vest on such date will be cancelled on such date

and such Shares subject to the Award immediately will revert to the Plan for no additional consideration unless otherwise provided by

the Administrator.

31.

Interpretation

Headings are given to the Sections and subsections

of the Plan solely as a convenience to facilitate reference and shall not be deemed in any way material or relevant to the construction

or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and where appropriate,

the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” following

any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters

set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without

limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed

to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or

matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended,

supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

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