Form 8-K

8-K — Bit Digital, Inc

Accession: 0001213900-26-083352

Filed: 2026-07-30

Period: 2026-07-29

CIK: 0001710350

SIC: 6199 (FINANCE SERVICES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0299673-8k_bitdigital.htm (Primary)

EX-3.1 — AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE COMPANY (ea029967301ex3-1.htm)

EX-10.1 — 2026 OMNIBUS EQUITY INCENTIVE PLAN OF THE COMPANY (ea029967301ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0299673-8k_bitdigital.htm · Sequence: 1

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--12-31

0001710350

2026-07-29

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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) July

29, 2026

BIT DIGITAL, INC.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-38421

98-1606989

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

31 Hudson Yards, Floor 11,

New York, NY

10001

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number,

including area code (212)

463-5121

N/A

(Former name or former address, if changed since

last report.)

Title of Each Class

Trading Symbol

Name of Each Exchange On Which Registered

Ordinary Shares, $.01 par value

BTBT

The Nasdaq Stock Market

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

communications 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 240.13a-4(c))

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 of this chapter).

Emerging growth company ☐

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

5.03 Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 5.07 is incorporated

herein by reference.

On July 29, 2026, at the 2026 Annual Meeting of

Shareholders (the “AGM”), shareholders of Bit Digital, Inc. (the “Company”) approved and adopted the amended and restated

Articles of Association of the Company, in substitution for, and to the exclusion of, the Company’s existing Articles of Association.

The information set forth in this Item 5.03 is

not intended to be complete and is qualified by reference to Proposal No. 2 included in the Company’s definitive proxy statement

filed with the Securities and Exchange Commission on June 16, 2026 (the “Proxy Statement”). The amended and restated Articles

of Association are attached to this Current Report on Form 8-K as Exhibit 3.1 and are incorporated herein by reference.

Item

5.07 Submission of Matters to a Vote of Security Holders.

The information set forth in Item 5.03 is incorporated

herein by reference.

On July 29, 2026, Bit Digital, Inc. (the “Company”)

held its Annual Meeting of Shareholders (the “AGM”). The following matters were submitted to a vote of the Company’s

shareholders at the AGM:

1) the election of each of the five nominees for

director;

2) the approval of the special resolution to amend

the Company’s Articles of Association to change the quorum threshold for shareholder meetings;

3) the adoption of the Company’s 2026 Omnibus

Equity Incentive Plan;

4) the ratification of the appointment of

Audit Alliance, LLP as independent auditors for the 2026 fiscal year.

At the AGM, a total of 194,090,058 ordinary shares

of the Company (the “Ordinary Shares”) and 1,000,000 Preference Shares (with 50 million votes) voted in person or by proxy,

out of 348,926,820 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote at the AGM. This constituted the required

quorum under Cayman Islands’ law. Set forth below is the number of votes cast for, against, withheld, abstentions, broker non-votes

and voting percentages as to each matter.

Election of Directors:

Nomination

For

Against

Withheld

% Votes Affirmative

01 - Zhaohui Deng

119,735,775

29,865,899

1,013,593

79.498 %

02 - Erke Huang

136,036,363

13,688,553

890,347

90.320 %

03 - Brock Pierce

136,716,166

13,292,276

606,823

90.772 %

04 - Ichi Shih

101,296,348

48,379,978

938,941

67.255 %

05 - Amanda Cassatt

136,053,967

13,649,771

911,527

90.332 %

To approve the special resolution to amend the Company’s Articles of Association to change the quorum threshold for shareholder meetings:

For

Against

Abstain

% Votes Affirmative

123,329,860

26,529,008

756,402

81.884 %

To approve the adoption of the Company’s 2026 Omnibus Equity Incentive Plan:

For

Against

Abstain

% Votes Affirmative

145,923,807

4,279,906

411,552

96.885 %

To ratify the appointment of Audit Alliance, LLP as independent auditors for the 2026 fiscal year:

For

Against

Abstain

% Votes Affirmative

236,435,611

4,345,791

3,308,655

96.864 %

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit

Number

Description

3.1

Amended and Restated Articles of Association of the Company

10.1

2026 Omnibus Equity Incentive Plan of the Company

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, thereunto

duly authorized.

Date: July 30, 2026

Bit Digital, Inc.

(Registrant)

By:

/s/ Sam Tabar

Name:

Sam Tabar

Title:

Chief Executive Officer

EX-3.1 — AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF THE COMPANY

EX-3.1

Filename: ea029967301ex3-1.htm · Sequence: 2

Exhibit 3.1

The Companies Act

(Revised)

Company Limited by Shares

Amended and Restated

Articles of Association

Bit Digital, Inc.

(Adopted by Special

Resolution passed on July 29 2026)

1. The Regulations contained or incorporated in Table A of the

First Schedule of the Law (as defined below) shall not apply to this Company.

INTERPRETATION

(a)

In these Articles the following terms shall have the meanings set opposite unless the context otherwise requires:-

Articles these Articles of Association as from time to time amended by Special Resolution

Auditors the Auditors for the time being of the Company, if any

Company Bit Digital, Inc.

Directors the directors of the Company for the time being or, as the case may be, the directors assembled as a board

EIP Share

any Ordinary Share which has been, or will be, issued to a Member pursuant to the Company’s employee incentive plan (as such plan may be amended or varied from time to time)

the Law

the Companies Act (Revised) of the Cayman Islands and any amendment or other statutory modification thereof and where in these Articles any provision of the Law is referred to, the reference is to that provision as modified by law for the time being in force

Member a person who is registered in the Register of Members as the holder of any Share in the Company

Month

a calendar month

Ordinary Resolution

a resolution of a general meeting passed by a majority of the Members entitled to vote thereat present at the meeting or a written resolution signed by all Members entitled to vote

Ordinary Share

an ordinary share of US$0.01 par value in the capital of the Company having the rights set out in these Articles

Original Purchase Price

with respect to any Share, the amount credited for the issuance of that Share

Preference Share

a preference share of US$0.01 par value in the capital of the Company having the rights set out in these Articles

Registered Office

the registered office of the Company as provided in Section 50 of the Law

the register of Members to be kept pursuant to section 40 of the Law

Secretary any person appointed by the Directors to perform any of the duties of the secretary of the Company and

including any assistant secretary

Seal the common seal of the Company or any facsimile for official seal for use outside of the Cayman Islands

Share a share in the capital of the Company (and includes an Ordinary Share or a Preference Share)

Special Resolution

a resolution of a general meeting passed by a two-thirds majority of the Members entitled to vote thereat present at the meeting or a written resolution signed by all Members entitled to vote and otherwise in accordance with Section 60 of the Law

(b) Unless the context otherwise requires, expressions defined in the Law and used herein shall have the meanings

so defined.

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(i) words importing the singular number shall include the plural number and vice-versa;

(ii) words importing the masculine gender only shall include the feminine gender; and

(iii) words importing persons only shall include companies or associations or bodies of persons whether incorporated

or not.

(d) The headings herein are for convenience only and shall not affect the construction of these Articles.

(a)

Subject to the provisions, if any, in that behalf in the Memorandum of Association or in these Articles, and without prejudice to any special rights previously conferred on the holders of existing Shares, any Share may be issued with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of Share capital or otherwise, as the Company may from time to time by Special Resolution determine, and subject to the provisions of section 37 of the Law, any Share may, with the sanction of a Special Resolution, be issued on the terms that it is, or at the option of the Company or the holder is liable, to be redeemed. For the avoidance of doubt, the issuance of EIP Shares will not require any additional approvals of the Members.

(b) If at any time the share capital is divided into different classes of Shares, the rights attached to any

class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied with the consent in writing of the holders

of three-fourths of the issued Shares of that class or with the sanction of a resolution passed by not less than three-fourths of such

holders of the Shares of that class as may be present in person or by proxy at a separate general meeting of the holders of the Shares

of that class. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis

apply, but so that the necessary quorum shall be any one or more persons holding or representing by proxy not less than one-third of the

issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

(a)

Every person whose name is entered as a Member in the Register of Members shall, without payment, be entitled to a certificate under the seal of the Company specifying the Share or Shares held by him and the amount paid up thereon, provided that in respect of a Share or Shares held jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all.

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(b) If a Share certificate is defaced, lost or destroyed it may be renewed on payment of such fee, if any,

and on such terms, if any, as to evidence and indemnity, as the Directors think fit.

5. Except as required by law, no person shall be recognised by

the Company as holding any Share upon any trust, and the Company shall not be bound by or be compelled in any way to recognise (even

when having notice thereof) any equitable, contingent, future or actual interest in any Share (except only as by these Articles or by

law otherwise provided or under an order of a court of competent jurisdiction) or any other rights in respect of any Share except an

absolute right to the entirety thereof in the registered holder, but the Company may in accordance with the Law issue fractions of Shares.

6. The Shares shall be at the disposal of the Directors, and

they may (subject to the provisions of the Law) allot, grant options over, or otherwise dispose of them to such persons, on such terms

and conditions, and at such times as they think fit, but so that no Share shall be issued at a discount, except in accordance with the

provisions of the Law.

LIEN

7. The Company shall have a first and paramount lien on every

Share (not being a fully paid Share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of

that Share, and the Company shall also have a lien on all Shares (other than fully paid-up Shares) standing registered in the name of

a single person for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare any Share

to be wholly or in part exempt from the provision of this Article. The Company’s lien, if any, on a Share shall extend to all dividends

payable thereon.

8. The Company may sell, in such manner as the Directors think

fit, any Shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently

payable nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount

in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share,

or the persons entitled thereto by reason of his death or bankruptcy.

9. For giving effect to any such sale, the Directors may authorise

some person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised

in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be

affected by any irregularity or invalidity in the proceedings in reference to the sale.

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10. The proceeds of the sale shall be received by the Company

and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall

(subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the person entitled to

the Shares at the date of the sale.

CALLS ON SHARES

11. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their

Shares provided that no call shall be payable earlier than one month from the last call; and each Member shall (subject to receiving at

least fourteen days, notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called

on his Shares.

12. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

13. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof,

the person from whom the sum is due shall pay interest upon the sum at the rate of six per cent per annum from the day appointed for the

payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in

part.

14. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall

apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account

of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

15. The Directors may make arrangements on the issue of Shares for a difference between the holders in the

amount of calls to be paid and in the times of payment.

16. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part

of the moneys uncalled and unpaid upon any Shares held by him; and upon all or any of the moneys so advanced may (until the same would,

but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction at the Company in general

meeting six per cent per annum) as may be agreed upon between the Member paying the sum in advance and the Directors.

FORFEITURE

OF SHARES

17. If a Member fails to pay any call or installment of a call on the day appointed for payment thereof, the

Directors may, at any time thereafter during such time as any part of such call or installment remains unpaid, serve a notice on him requiring

payment of so much of the call or installment as is unpaid, together with any interest which may have accrued.

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18. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of

the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or

before the time appointed, the Shares in respect of which the call was made will be liable to be forfeited.

19. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which

the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution

of the Directors to that effect.

20. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors

think fit, and at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the Directors think fit.

21. A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares,

but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the

Company in respect of the Shares, but his liability shall cease if and when the Company receives payment in full of the amount due on

the Shares.

22. A statutory declaration in writing that the declarant is a Director of the Company, and that a Share in

the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against

all persons claiming to be entitled to the Share. The Company may receive the consideration, if any, given for the Share on any sale or

disposition thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and he shall

thereupon be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor

shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or

disposal of the Share.

23. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which,

by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium,

as if the same had been made payable by virtue of a call duly made and notified.

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TRANSFER AND

TRANSMISSION OF SHARES

24. The instrument of transfer of any Share shall be executed by or on behalf of the transferor (but need

not be executed by or on behalf of the transferee unless the Share has been issued nil paid), and the transferor shall be deemed to remain

a holder of the Share until the name of the transferee is entered in the Register of Members in respect thereof.

25. Shares shall be transferred in the following form, or in any usual or common form approved by the Directors:

I, _____________ of

____________ in consideration of the sum of $____ paid to me by _____________ of ______________ (hereinafter called “the Transferee”)

do hereby transfer to the Transferee the __ Share (or Shares) numbered __ in the Company called [ ], to hold the same unto the Transferee,

subject to the several conditions on which I hold the same.

As witness our hands

on the ______ day of __________ 20____.

______________________________

Transferor

26. The Directors may, in their absolute discretion and without assigning any reason therefore decline to

register any transfer of Shares to a person of whom they do not approve. The Directors may also suspend the registration of transfers

at such times and for such periods (not exceeding thirty days in aggregate in each year) as the Directors may from time to time determine.

The Directors may decline to recognise any instrument of transfer unless (a) a fee not exceeding one dollar is paid to the Company in

respect thereof, and (b) the instrument of transfer is accompanied by the certificate of the Shares to which it relates, and such other

evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.

If the Directors refuse

to register a transfer of Shares, they shall within one month after the date on which the transfer was lodged with the Company, send to

the transferee notice of the refusal.

27. The legal personal representative of a deceased sole holder of a Share shall be the only person recognised

by the Company as having any title to the Share. In case of a Share registered in the names of two or more holders, the survivors or survivor,

or the legal personal representatives of the deceased survivor, shall be the only persons recognised by the Company as having any title

to the Share.

28. Any person becoming entitled to a Share in consequence of the death or bankruptcy of a Member shall upon

such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as

a Member in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt

person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would

have had in the case of a transfer of the Share by the deceased or bankrupt person before the death or bankruptcy.

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29. A person becoming entitled to a Share by reason of the death or bankruptcy of the holder shall be entitled

to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share, except that he

shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by

membership in relation to meetings of the Company.

CONVERSION

OF SHARES INTO STOCK

30. The Company may by ordinary Resolution convert any paid-up Shares into stock, and reconvert any stock

into paid-up Shares of any denomination.

31. The holders of stock may transfer the same, or any part thereof in the same manner and subject to the

same regulations as and subject to which the Shares from which the stock arose might prior to conversion have been transferred, or as

near thereto as circumstances admit; but the Directors may from time to time fix the minimum amount of stock transferable, and restrict

or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the nominal amount of the Shares from which the

stock arose.

32. The holders of stock shall, according to the amount of the stock held by them, have the same rights, privileges

and advantages as regards dividends, voting at meetings of the Company and other matters as if they held the Shares from which the stock

arose, but no such privilege or advantage (except participation in the dividends and profits of the Company) shall be conferred by any

such aliquot part of stock as would not, if existing as Shares, have conferred that privilege or advantage.

33. Such of the Articles of the Company as are applicable to paid-up Shares shall apply to stock, and the

words “Share” and “Member” herein shall include “stock” and “stock-holder”.

ALTERATION

OF CAPITAL

34. The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be

divided into Shares of such amount, as the resolution shall prescribe.

35. Subject to any direction to the contrary that may be given by the Company in general meeting, all new

Shares shall be at the disposal of the Directors in accordance with Article 6.

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36. The new Shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer,

transmission, forfeiture and otherwise as the Shares in the original share capital.

37. The Company may by Ordinary Resolution:

(a) consolidate and divide all or any of its Share capital into Shares of larger amount than its existing

Shares;

(b) sub-divide its existing Shares, or any of them, into Shares of smaller amount than is fixed by the Memorandum

of Association, subject nevertheless to the provisions of section 13 of the Law; and

be taken by any person.

38. Subject to the provisions of the Law and the Memorandum of Association, the Company may purchase its own

Shares, including any redeemable Shares, provided that the manner of purchase has first been authorised by Ordinary Resolution and may

make payment therefor or for any redemption of Shares in any manner authorised by the Law, including out of capital.

STATUTORY MEETINGS

39. If required by the Law the Directors shall hold at least one Directors’ meeting in the Cayman Islands

in each calendar year.

GENERAL MEETINGS

40. The Directors may whenever they think fit, convene a general meeting. If at any time there are not sufficient

Directors capable of acting to form a quorum, any Director or any one or more Members holding Shares carrying the right to cast not less

than one-third of the total votes capable of being cast at such meeting may convene a general meeting in the same manner as nearly as

possible as that in which meetings may be convened by the Directors. The Directors shall, upon the requisition in writing of one or more

Members holding in the aggregate not less than one-tenth of such paid-up capital of the Company as at the date of the requisition carries

the right of voting at general meetings, convene a general meeting. Any such requisition shall express the object of the meeting proposed

to be called, and shall be left at the Registered Office of the Company. If the Directors do not proceed to convene a general meeting

within twenty-one days from the date of such requisition being left as aforesaid, the requisitionists or any or either of them or any

other Member or Members holding in the aggregate not less than one-tenth of such paid-up capital of the Company as at the date of the

requisition carries the right of voting at general meetings, may convene a general meeting to be held at the Registered Office of the

Company or at some convenient place within the Cayman Islands at such time, subject to the Company’s Articles as to notice, as the

persons convening the meeting fix.

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41. Not less than seven days notice (exclusive of the day on which the notice is served or deemed to be served,

but inclusive of the day for which the notice is given) specifying the place, the day and the hour of meeting and, in the case of special

business, the general nature of that business shall be given in manner hereinafter provided, or in such other manner (if any) as may be

prescribed by the Company in general meeting, to such persons as are entitled to vote or may otherwise be entitled under the Articles

of the Company to receive such notices from the Company; but with the consent of all the Members entitled to receive notice of some particular

meeting, that meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.

42. The accidental omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by,

any Member entitled to receive notice shall not invalidate the proceedings at any meeting.

43.

(a)

No business shall be transacted at any general meeting unless a quorum of Members is present at the time that the meeting proceeds to business; save as herein otherwise provided, one or more Members holding Shares carrying the right to cast not less than one-third of the total votes capable of being cast at the meeting present in person or by proxy shall be a quorum.

(b) An Ordinary Resolution or a Special Resolution (subject to the provisions of the Law) in writing signed

by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings, (or being corporations

by their duly authorised representatives) including a resolution signed in counterpart by or on behalf of such Members or by way of signed

telefax transmission, shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened

and held.

44. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if

convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week,

at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the

meeting, the Members present shall be a quorum.

45. The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of

the Company.

46. If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the

time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of their number to be

chairman.

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47. The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed

by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting

other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten days

or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary

to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

48. At any general meeting a resolution put to the vote of the meeting shall be decided an a show of hands,

unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more Members present in person or

by a proxy who together hold Shares carrying the rights to cast not less than fifteen per cent of the votes capable of being cast at the

meeting, and, unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried

unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of the proceedings of the Company, shall

be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

49. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of

the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

50. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting

at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

51. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.

A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF MEMBERS

52. Subject to Article 117, on a show of hands every Member present in person or by proxy and entitled to

vote shall have one vote and on a poll every Member entitled to vote shall have one vote for each Share of which he is the holder.

53. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy,

shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the

order in which the names stand in the Register of Members.

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54. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction

in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other person in the nature of a committee appointed

by that court, and any such committee or other person may vote by proxy.

55. No Member shall be entitled to vote at any general meeting, unless all calls or other sums presently payable

by him in respect of Shares in the Company have been paid.

56. On a poll votes may be given either personally or by proxy.

57. The instrument appointing a proxy shall be in writing under the hand of the Member or, if the Member is

a corporation, either under seal or under the hand of a director or officer or attorney duly authorised. A proxy need not be a Member

of the Company.

58. The instrument appointing a proxy shall be deposited at the Registered Office of the Company or at such

other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or adjourned

meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid

PROVIDED THAT the chairman of the meeting may in his discretion accept an instrument of proxy sent by telex or telefax upon receipt of

telex or telefax confirmation that the signed original thereof has been sent.

59. An instrument appointing a proxy may be in the following form or any other form approved by the Directors:

[ ]

“I, __________________________, of _______________________, hereby appoint __________________________ of _______________________ as my

proxy, to vote for me and on my behalf at the general meeting of the Company to be held on the ______ day of ________________,

20___.

Signed this ______

day of ________________________, 20___.

60. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a

poll.

CORPORATIONS

ACTING BY REPRESENTATIVES AT MEETING

61. Any corporation which is a Member of the Company may by resolution of its Directors or any committee of

the Directors authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members

of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents

as that corporation could exercise if it were an individual Member of the Company.

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DIRECTORS AND

OFFICERS

62.

(a)

The names of the first Directors shall be determined in writing by the subscribers of the Memorandum of Association.

(b) Notwithstanding any provision in these Articles to the contrary, a sole Director shall be entitled to

exercise all of the powers and functions of the Directors which may be conferred on them by Law or by these Articles.

63. The remuneration of the Directors shall from time to time be determined by the Company in general meeting.

The Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending

and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection

with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors from time to

time, or a combination partly of one such method and partly the other.

64. No shareholding qualification shall be required for Directors unless otherwise required by the Company

by Ordinary Resolution.

65. Any Director may in writing appoint another person who is approved by the majority of the Directors to

be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be

entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally

present, and where he is a Director, to have a separate vote on behalf of the Director he is representing in addition to his own vote.

A Director may at any time, in writing, revoke the appointment of an alternate appointed by him and such appointment shall be revoked

automatically if the appointor of the alternate ceases to be a Director at any time. Every such alternate shall be an officer of the Company

and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the

remuneration of the Director appointing him and the proportion thereof shall be agreed between them.

66. The Directors may by resolution, appoint one of their number to be President upon such terms as to duration

of office, remuneration and otherwise as they may think fit.

67. The Directors may also by resolution appoint a Secretary and such other officers as may from time to time

be required upon such terms as to duration of office, remuneration and otherwise as they may think fit. Such Secretary or other officers

need not be Directors and in the case of the other officers may be ascribed such titles as the Directors may decide.

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POWERS AND

DUTIES OF DIRECTORS

68. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting

up and registering the Company and may exercise all such powers of the Company as are not, by the Law or these Articles, required to be

exercised by the Company in general meeting, subject, nevertheless, to any clause of these Articles, to the provisions of the Law, and

to such regulations, being not inconsistent with the aforesaid clauses or provisions, as may be prescribed by the Company in general meeting

but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if

that regulation had not been made.

69. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its

undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money

is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

70.

(a)

The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

(b) The Directors may delegate any of the powers exercisable by them to a Managing Director or any other person

or persons acting individually or jointly as they may from time to time by resolution appoint upon such terms and conditions (including

without limitation as to duration of office and remuneration) and with such restrictions as they may think fit, and may from time to time

by resolution revoke, withdraw, alter or vary all or any such powers.

for moneys paid to the Company shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as

the Directors shall from time to time by resolution determine.

71. The Directors shall cause minutes to be prepared:-

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

and of committees of Directors; and the chairman of all such meetings or of any meeting confirming the minutes thereof shall sign the

same.

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DISQUALIFICATION

AND CHANGES OF DIRECTORS

72. The office of Director shall be vacated if the Director:-

(a) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(b) is found to be or becomes of unsound mind; or

73. The number of Directors shall be not less than one, nor unless the Company in general meeting may otherwise

determine, more than ten.

74. Any casual vacancy occurring in the Board of Directors may be filled by the Directors.

75. The Directors shall have the power at any time, and from time to time, to appoint a person as an additional

Director or persons as additional Directors.

76. The Company may by Ordinary Resolution remove a Director before the expiration of his period of office,

and may by Ordinary Resolution appoint another person in his stead.

PROCEEDINGS

OF DIRECTORS

77. The Directors may meet together (either within or without the Cayman Islands) for the dispatch of business,

adjourn, and otherwise regulate their meetings and proceedings, as they think fit. Questions arising at any meeting shall be decided by

a majority of votes. In case of an equality of votes the chairman shall have a second or casting vote.

78. A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate

Director shall, at any time, summon a meeting of Directors by at least five days notice in writing to every Director and alternate Director

which notice shall set forth the general nature of the business to be considered PROVIDED HOWEVER that notice may be waived by all the

Directors (or their alternates) either at, before or after the meeting is held PROVIDED FURTHER that notice or waiver thereof may be given

by telex or telefax.

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79. The quorum necessary for the transaction of the business of the Directors, may be fixed by the Directors

and unless so fixed by the Directors, shall be two Directors save where the subscriber of the Memorandum of Association or the Members

in general meeting have appointed a sole Director when such Director acting alone shall constitute a quorum. For the purpose of this Article,

an alternate appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present.

80. The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their

number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of Directors, the continuing

Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company,

but for no other purpose.

81. Any Director or officer may act by himself or his firm in a professional capacity for the Company, and

he or his firm shall be entitled to remuneration for professional services as if he were not a Director or officer PROVIDED THAT nothing

herein contained shall authorise a Director or officer or his firm to act as Auditor of the Company.

82. No person shall be disqualified from the office of Director or alternate Director or prevented by such

office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction

entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable

to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company

for any profit realised by any such contract or transaction by reason of such Director or alternate Director holding office or of the

fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of

any contract or transaction in which he is so interested as aforesaid PROVIDED HOWEVER that the nature of the interest of any Director

or alternate Director in any such contract or transaction shall be disclosed by him or the alternate Director appointed by him at or prior

to its consideration and any vote thereon and a general notice that a Director or alternate Director is a shareholder of any specified

firm or company and/or is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure hereunder

and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

83. The Directors may elect a chairman of their meetings and determine the period for which he is to hold

office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed

for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

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84. The Directors may delegate any of their powers to committees consisting of such member or members of their

body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may

be imposed on it by the Directors.

85. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting

the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their

number to be chairman of the meeting.

86. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined

by a majority of votes of the members present and in case of an equality of votes the chairman shall not have a second or casting vote.

87. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting

as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director

or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed

and was qualified to be a Director.

88. Upon the Directors (being in number at least a quorum) signing the minutes of a meeting of the Directors

the same shall be deemed to have been duly held notwithstanding that the Directors have not actually come together or that there may have

been a technical defect in the proceedings. A resolution signed by all such Directors, including a resolution signed in counterpart by

the Directors or by way of signed telefax transmission, shall be as valid and effectual as if it had been passed at a meeting of the Directors

duly called and constituted. To the extent permitted by law, the Directors may also meet by telephone conference call where all Directors

are capable of speaking to and hearing the other Directors at the same time.

SEALS AND DEEDS

89.

(a)

If the Directors determine that the Company shall have a common Seal, the Directors shall provide for the safe custody of the common Seal and the common Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Directors, and in the presence of a Director and of the Secretary or, in place of the Secretary, by such other person as the Directors may appoint for the purpose; and that Director and the Secretary or other person as aforesaid shall sign every instrument to which the common Seal of the Company is so affixed in their presence. Notwithstanding the provisions hereof, annual returns and notices filed under the Law may be executed either as a deed in accordance with the Law or by the common Seal being affixed thereto in either case without the authority of a resolution of the Directors by one Director or the Secretary.

-17-

(b) The Company may maintain a facsimile of any common Seal in such countries or places as the Directors shall

appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of the Directors and in the presence of

such person or persons as the Directors shall for this purpose appoint and such person or persons as aforesaid shall sign every instrument

to which the facsimile Seal of the Company is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid

shall have the same meaning and effect as if the common Seal had been affixed in the presence of and the instrument signed by a Director

and the Secretary or such other person as the Directors may appoint for the purpose.

or other instrument which would otherwise be required to be executed under Seal by the signature of such deed or instrument as a deed

by two Directors of the Company or where there is a Sole Director of the Company, by such Sole Director, or by a Director and the Secretary

of the Company or, in place of the Secretary, by such other person as the Directors may appoint or by any other person or attorney on

behalf of the Company appointed by a deed or other instrument executed as a deed by two Directors of the Company, or a Sole Director

or by a Director and the Secretary or such other person as aforesaid.

DIVIDENDS AND

RESERVE

90. Subject to Article 117, the Company may by Ordinary Resolution declare dividends, but no dividend shall

exceed the amount recommended by the Directors.

91. The Directors may from time to time pay to the Members interim dividends.

92. No dividend shall be paid otherwise than out of profits or out of monies otherwise available for dividend

in accordance with the Law.

93. Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends, all

dividends on any class of Shares not fully paid shall be declared and paid according to the amounts paid on the Shares of that class,

but if and so long as nothing is paid up on any of the Shares in the Company, dividends may be declared and paid according to the number

of Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this article as

paid on the Share.

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94. The Directors may, before recommending any dividend, set aside out of the profits of the Company such

sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies,

or for equalising dividends, or for any other purpose to which the profits of the Company may be properly applied, and pending such application

may, at their like discretion, either be employed in the business of the Company or be invested in such investments as the Directors may

from time to time think fit.

95. If several persons are registered as joint holders of any Share, any of them may give effectual receipts

for any dividend or other monies payable on or in respect of the Share.

96. Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member

or person entitled thereto or in the case of joint holders to any one of such joint holders at his registered address or to such person

at such address as the Member or person entitled or such joint holders, as the case may be, may direct. Every such cheque or warrant shall

be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled or

such joint holders, as the case may be, may direct.

97. The Directors may declare that any dividend is paid wholly or partly by the distribution of specific assets

and in particular of paid-up shares, debentures or debenture stock of any other company or in any one or more of such ways, and the Directors

shall give effect to such resolution, and where any difficulty arises with regard to such distribution, the Directors may settle the same

as they, think expedient, and in particular may issue fractional certificates and fix the value for distribution of such specific assets

or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order

to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Directors.

98. No dividend shall bear interest against the Company.

CAPITALISATION

OF PROFITS

99. The Company may upon the recommendation of the Directors by Ordinary Resolution authorise the Directors

to capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital

redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution (and

not required for paying any preferential dividends on Shares) and to appropriate such sums to Members in the proportions in which such

sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their

behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid up to and amongst them in the proportion

aforesaid. In such event the Directors shall do all action and things required to give effect to such capitalisation, with full power

to the Directors to make such provision as they think fit for the case of Shares becoming distributable in fractions (including provision

whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise

any person to enter on behalf of all the Members interested into an agreement with the Company providing for such capitalisation and matters

incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

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ACCOUNTS

100. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined

from time to time by the Company by Ordinary Resolution or failing such determination by the Directors of the Company.

101. The Company may by Ordinary Resolution from time to time determine or, failing such determination, the

Directors may from time to time determine that Auditors shall be appointed and that the accounts relating to the Company’s affairs

shall be audited in such manner as the Company by Ordinary Resolution or the Directors (as the case may be) shall determine PROVIDED THAT

nothing contained in this Article shall require Auditors to be appointed or the accounts relating to the Company’s affairs to be

audited.

WINDING UP

102. If the Company shall be wound up, the liquidator may, subject to these Articles and with the sanction

of a Special Resolution of the Company and any other sanction required by the Law, divide amongst the Members in specie or kind the whole

or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set

such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between

the Members or different classes of Members. The liquidator may with the like sanction, vest the whole or any part of such assets in trustees

upon such trusts for the benefit of the contributors as the liquidator, with the like sanction, shall think fit, but so that no Member

shall be compelled to accept any Shares or other securities upon which there is any liability. This Article is to be without prejudice

to the rights of the holders of Shares issued upon special terms and conditions.

103. If the Company shall be wound up and the assets available for distribution amongst the Members as such

shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses

shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding

up, on the Shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be

more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed

amongst the Members in proportion to the capital paid up at the commencement of the winding up on the Shares held by them respectively.

This Article is to be without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

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NOTICES

104.

(a)

A notice may be given by the Company to any Member either personally or by sending it by post, telex or telefax to him to his registered address, or (if he has no registered address) to the address, if any, supplied by him to the Company for the giving of notices to him.

(b) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing,

prepaying, and posting a letter containing the notice (by airmail if the address is outside the Cayman Islands) and to have been effected,

in the case of a notice of a meeting at the expiration of three days after the time at which the letter would be delivered in the ordinary

course of post.

addressing and sending such notice through the appropriate transmitting medium and to have been effected on the day the same is sent.

105. If a Member has no registered address and has not supplied to the Company an address for the giving of

notice to him, a notice addressed to him and advertised in a newspaper circulating in the Cayman Islands shall be deemed to be duly given

to him at noon on the day following the day on which the newspaper is circulated and the advertisement appeared therein.

106. A notice may be given by the Company to the joint holders of a Share by giving the notice to the joint

holder named first in the Register of Members in respect of the Share.

107. A notice may be given by the Company to the person entitled to a Share in consequence of the death or

bankruptcy of a Member by sending it through the post in a prepaid letter addressed to them by name, or by the title of representatives

of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any supplied for the purpose by the persons

claiming to be so entitled or (until such an address has been so supplied) by giving the notice in any manner in which the same might

have been given if the death or bankruptcy had not occurred.

108. Notice of every general meeting shall be given in the same manner hereinbefore authorised to:

(a) every Member entitled to vote, except those Members entitled to vote who (having no registered address)

have not supplied to the Company an address for the giving of notices to them; and

(b) every person entitled to a Share in consequence of the death or bankruptcy of a Member, who, but for his

death or bankruptcy would be entitled to receive notice of the meeting.

No other persons shall be entitled to

receive notices of general meetings.

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RECORD DATE

109. The Directors may fix in advance a date as the record date for any determination of Members entitled to

notice of or to vote at a meeting of the Members and, for the purpose of determining the Members entitled to receive payment of any dividend,

the Directors may, at or within 90 days prior to the date of the declaration of such dividend, fix a subsequent date as the record date

for such determination.

AMENDMENT OF

MEMORANDUM AND ARTICLES

110. Subject to and insofar as permitted by the provisions of the Law, the Company may from time to time by

Special Resolution alter or amend its Memorandum of Association or these Articles in whole or in part provided however that no such amendment

shall effect the rights attaching to any class of shares without the consent or sanction provided for in Article 3 (b).

ORGANISATION

EXPENSES

111. The preliminary and organisation expenses incurred in forming the Company shall be paid by the Company

and may be amortised in such manner and over such period of time and at such rate as the Directors shall determine and the amount so paid

shall in the accounts of the Company, be charged against income and/or capital.

OFFICES OF THE

COMPANY

112. Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location

of its Registered Office. The Company, in addition to its Registered Office, may establish and maintain an office in the Cayman Islands

or elsewhere as the Directors may from time to time determine.

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INDEMNITY

113. Every Director and officer for the time being of the Company or any trustee for the time being acting

in relation to the affairs of the Company and their respective heirs, executors, administrators, personal representatives or successors

or assigns shall, in the absence of wilful neglect or default, be indemnified by the Company against, and it shall be the duty of the

Directors out of the funds and other assets of the Company to pay, all costs, losses, damages and expenses, including travelling expenses,

which any such Director, officer or trustee may incur or become liable in respect of by reason of any contract entered into, or act or

thing done by him as such Director, officer or trustee or in any way in or about the execution of his duties and the amount for which

such indemnity is provided shall immediately attach as a lien on the property of the Company and have priority as between the Members

over all other claims. No such Director, officer or trustee shall be liable or answerable for the acts, receipts, neglects or defaults

of any other Director, officer or trustee or for joining in any receipt or other act for conformity or for any loss or expense happening

to the Company through the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested

or for any loss of the monies of the Company which shall be invested or for any loss or damage arising from the bankruptcy, insolvency

or tortious act of any person with whom any monies, securities or effects shall be deposited, or for any other loss, damage or misfortune

whatsoever which shall happen in or about the execution of the duties of his respective office or trust or in relation thereto unless

the same happens through his own wilful neglect or default.

TRANSFER BY WAY

OF CONTINUATION

114. The Company shall, subject to the provisions of the Statute and, with the approval of a Special Resolution,

have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and

the Directors may cause an application to be made to the Registrar of Companies to deregister the Company.

FINANCIAL YEAR

115. The financial year end for the Company shall be 31 December unless the Directors otherwise prescribe.

RIGHTS ATTACHING

TO PREFERENCE SHARES

116. The different classes of Shares confer upon the holders the same rights and rank pari passu in all respects,

except as otherwise provided in these Articles or as may be determined by the directors pursuant to the powers conferred upon them by

these Articles.

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117. Each Preference Share in the Company confers the following rights upon the Member:

Dividends

a. The holders of the then outstanding Preference Shares shall be entitled to receive, when, if and as paid

or declared by the Directors, out of assets legally available therefor, prior and in preference to any declaration or payment of any dividend

on the Ordinary Shares, dividends at the annual rate of eight percent (8%) of the Original Purchase Price per Preference Share, as adjusted

for any share combinations or subdivisions, bonus issues and similar recapitalization events (Recapitalization Events). The right

to dividends on Preference Shares shall not be cumulative, and no right shall accrue to holders of Preference Shares by reason of the

fact that dividends on said Shares are not declared in any period, nor shall any undeclared or unpaid dividend bear or accrue interest.

Liquidation/Insolvency Preference

b. On a liquidation of the Company, the holder of any Preference Shares shall have the right to receive in

preference to the holders of the Ordinary Shares, the greater of (A) the Original Purchase Price of that Preference Share (adjusted for

any Recapitalization Events) plus any declared but unpaid dividends thereon, but with no right to share in the distribution of any surplus

assets of the Company, or (B) that amount that such Preference Share would have received had it been converted into an Ordinary Share

pursuant to Article 117(d) below on the day immediately prior to the date on which the Company entered liquidation (in which case the

Company shall be deemed to have received a Conversion Notice in respect of such Preference Share on the day immediately prior to the date

on which the Company entered liquidation).

c. On an insolvency, liquidation or winding up of the Company, the Members holding Preference shares shall

be repaid in priority to the Members holding Ordinary Shares

Conversion

d. Subject to the limitations set out below, the holder of any Preference Share may convert any Preference

Shares held by them into Ordinary Shares of the Company on a one-for-one basis.

e. A conversion of a Preference Share pursuant to Article 117(d) above may be effected at any time by the

holder thereof serving notice (a Conversion Notice) on the Company. Such notice may be given by personal service or by internationally

recognised courier service to the Company at its registered office, or by internationally recognised courier service to the registered

agent of the Company.

f. The holder of any Preference Shares shall not be permitted to convert its Preference Shares into Ordinary

Shares if such conversion would result in such holder being the registered owner of more than 4.99% of the issued ordinary shares of the

Company.

g. Any declared but unpaid dividends on any Preference Shares to be converted pursuant to Article 117(d)

shall remain due and payable, notwithstanding the conversion of such Preference Shares.

Enhanced Voting Rights

h. For all matters relating to the Company requiring the votes of Members by a poll or by proxy, each Preference

Share shall carry the equivalent number of votes as 50 Ordinary Shares.

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EX-10.1 — 2026 OMNIBUS EQUITY INCENTIVE PLAN OF THE COMPANY

EX-10.1

Filename: ea029967301ex10-1.htm · Sequence: 3

Exhibit 10.1

BIT DIGITAL, INC.

2026 OMNIBUS EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

PAGE

Article 1. Effective Date, Objectives and Duration

1.1

Effective Date of the Plan

1.2

Objectives of the Plan

1.3

Duration of the Plan

Article 2. Definitions

2.1

“Applicable Law”

2.2

“Award”

2.3

“Award Agreement”

2.4

“Board”

2.5

“Bonus Shares”

2.6

“Cause”

2.7

“CEO”

2.8

“Code”

2.9

“Committee”

2.10

“Company”

2.11

“Compensation Committee”

2.12

“Corporate Transaction”

2.13

“Deferred Shares”

2.14

“Disability” or “Disabled”

2.15

“Dividend Equivalent”

2.16

“Effective Date”

2.17

“Eligible Person”

2.18

“Exchange Act”

2.19

“Exercise Price”

2.20

“Fair Market Value”

2.21

“Grant Date”

2.22

“Grantee”

2.23

“Incentive Share Option”

2.24

“Including” or “includes”

2.25

means “including, without limitation,” or “includes,

without limitation,” respectively.

2.26

“Non-Employee Director”

2.27

“Option”

2.28

“Other Share-Based Award”

2.29

“Performance Period”

2.30

“Performance Share” and “Performance Share Unit”

2.31

“Period of Restriction”

2.32

“Person”

2.33

“Restricted Shares”

2.34

“Restricted Share Units”

2.35

“Rule 16b-3”

2.36

“SEC”

2.37

“Section 16 Non-Employee Director”

2.38

“Section 16 Person”

2.39

“Share”

2.40

“Share Appreciation Right” or “SAR”

2.41

“Subsidiary”

2.42

“Surviving Company”

2.43

“Term”

2.44

“Termination of Affiliation”

Article 3. Administration

3.1

Committee

3.2

Powers of Committee

3.3

No Repricings

Article 4. Shares Subject to the Plan

4.1

Number of Shares Available for Grants

4.2

Adjustments in Authorized Shares and Awards; Corporate Transaction, Liquidation

or Dissolution

Article 5. Eligibility and General Conditions of Awards

5.1

Eligibility

5.2

Award Agreement

5.3

General Terms and Termination of Affiliation

5.4

Nontransferability of Awards

5.5

Cancellation and Rescission of Awards

5.6

Stand-Alone, Tandem and Substitute Awards

5.7

Compliance with Rule 16b-3

5.8

Deferral of Award Payouts

Article 6. Share Options

6.1

Grant of Options

6.2

Award Agreement

6.3

Option Exercise Price

6.4

Grant of Incentive Share Options

6.5

Payment of Exercise Price

Article 7. Share Appreciation Rights

7.1

Issuance

7.2

Award Agreements

7.3

SAR Exercise Price

7.4

Exercise and Payment

Article 8. Restricted Shares

8.1

Grant of Restricted Shares

8.2

Award Agreement

8.3

Consideration for Restricted Shares

8.4

Effect of Forfeiture

8.5

Escrow; Legends

Article 9. Performance Share Units and Performance Shares

9.1

Grant of Performance Share Units and Performance Shares

9.2

Value/Performance Goals

9.3

Earning of Performance Share Units and Performance Shares

Article 10. Deferred Shares and Restricted Share Units

10.1

Grant of Deferred Shares and Restricted Share Units

10.2

Vesting and Delivery

10.3

Voting and Dividend Equivalent Rights Attributable to Deferred Shares and Restricted

Share Units

Article 11. Dividend Equivalents

Article 12. Bonus Shares

Article 13. Other Share-Based Awards

Article 14. Non-Employee Director Awards

Article 15. Amendment, Modification, and Termination

15.1

Amendment, Modification, and Termination

15.2

Awards Previously Granted

Article 16. Compliance with Code Section 409A

Article 17. Withholding

17.1

Required Withholding

17.2

Notification under Code Section 83(b)

Article 18. Additional Provisions

18.1

Successors

18.2

Severability

18.3

Requirements of Law

18.4

Securities Law Compliance

18.5

Forfeiture Events

18.6

No Rights as a Shareholder

18.7

Nature of Payments

18.8

Non-Exclusivity of Plan

18.9

Governing Law

18.10

Unfunded Status of Awards; Creation of Trusts

18.11

Affiliation

18.12

Participation

18.13

Construction

18.14

Headings

18.15

Obligations

18.16

No Right to Continue as Director

18.17

Shareholder Approval

18.18

Forfeiture of Shares

18.19

Share Issuances

18.20

No Dividends on Unvested Awards

iii

BIT DIGITAL, INC.

2026 OMNIBUS EQUITY INCENTIVE PLAN

Article 1.

Effective Date, Objectives and Duration

1.1 Effective Date

of the Plan. The Board of Bit Digital, Inc, an exempted

company limited by shares and incorporated under the laws of the Cayman Islands (the “Company”) adopted the Bit Digital,

Inc. 2026 Omnibus Incentive Plan (the “Plan”) effective as of May 27, 2026 (the “Effective Date”).

1.2 Objectives of

the Plan. The Plan is intended (a) to allow selected

employees of and consultants to the Company and its Subsidiaries to acquire or increase equity ownership in the Company, thereby strengthening

their commitment to the success of the Company and stimulating their efforts on behalf of the Company, and to assist the Company and

its Subsidiaries in attracting new employees, officers and consultants and retaining existing employees and consultants, (b) to

optimize the profitability and growth of the Company and its Subsidiaries through incentives which are consistent with the Company’s

goals, (c) to provide Grantees with an incentive for excellence in individual performance, (d) to promote teamwork among employees,

consultants and Non-Employee Directors, and (e) to attract and retain highly qualified persons to serve as Non-Employee Directors

and to promote ownership by such Non-Employee Directors of a greater proprietary interest in the Company, thereby aligning such Non-Employee

Directors’ interests more closely with the interests of the Company’s shareholders.

1.3 Duration of the

Plan. The Plan shall commence on the Effective Date and

shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Article 15 hereof, until

the earlier of the tenth anniversary of the Effective Date, or the date all Shares subject to the Plan shall have been purchased or acquired

and the restrictions on all Restricted Shares granted under the Plan shall have lapsed, according to the Plan’s provisions.

Article 2.

Definitions

Whenever used in the Plan,

the following terms shall have the meanings set forth below:

2.1 “Applicable

Law” means (i) the laws of the Cayman Islands

as they relate to the Company and its Shares; (ii) the legal requirements relating to the Plan and the Awards under applicable provisions

of the corporate, securities, tax and other laws, rules, regulations and government orders of any jurisdiction applicable to Awards granted

to residents; and (iii) the rules of any applicable securities exchange, national market system or automated quotation system on

which the Shares are listed, quoted or traded.

2.2 “Award”

means Options (including non-qualified options and Incentive

Share Options), SARs, Restricted Shares, Performance Share Units (which may be paid in cash), Performance Shares, Deferred Shares, Restricted

Share Units, Dividend Equivalents, Bonus Shares or Other Share-Based Awards granted under the Plan.

2.3 “Award

Agreement” means either (a) a written

agreement entered into by the Company and a Grantee setting forth the terms and provisions applicable to an Award granted under the Plan,

or (b) a written statement issued by the Company to a Grantee describing the terms and provisions of such Award, including any amendment

or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use

of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by the Grantee.

2.4 “Board”

means the Board of Directors of the Company, from time to time.

2.5 “Bonus

Shares” means Shares that are awarded to a Grantee

with or without cost and without restrictions either in recognition of past performance (whether determined by reference to another employee

benefit plan of the Company or otherwise), as an inducement to become an Eligible Person or, with the consent of the Grantee, as payment

in lieu of any cash remuneration otherwise payable to the Grantee.

2.6 “Cause”

means, except as otherwise defined in an Award Agreement:

(a) the

commission of any act by a Grantee constituting a felony or crime of moral turpitude (or their equivalent in a non-United States jurisdiction);

(b) an

act of dishonesty, fraud, intentional misrepresentation, or harassment which, as determined in good faith by the Committee, would: (i) materially

adversely affect the business or the reputation of the Company or any of its Subsidiaries with their respective current or prospective

customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (ii) expose the Company

or any of its Subsidiaries to a risk of civil or criminal legal damages, liabilities or penalties;

material misconduct in violation of the Company’s or a Subsidiary’s written policies; or

(d) willful

and deliberate non-performance of the Grantee’s duties in connection with the business affairs of the Company or its Subsidiaries;

provided,

however, that if the Grantee has a written employment or consulting agreement with the Company or any of its Subsidiaries or participates

in any severance plan established by the Company applicable to Awards granted to the Grantee under the Plan that includes a definition

of “cause” (or a substantially equivalent term), then Cause shall have the meaning set forth in such employment or consulting

agreement or severance plan.

2.7 “CEO”

means the Chief Executive Officer of the Company or any other named executive officer.

2.8 “Code”

means the Internal Revenue Code of 1986, as amended from time to time. References to a particular section of the Code include references

to regulations and rulings thereunder and to successor provisions.

2.9 “Committee”

has the meaning set forth in Section 3.1.

2.10 “Company”

means Bit Digital, Inc., an exempted company limited by shares and incorporated under the laws of the Cayman Islands.

2.11 “Compensation

Committee” means the compensation committee of the Board.

2.12 “Corporate

Transaction” has the meaning set forth in Section 4.2(b).

2.13 “Deferred

Shares” means a right, granted under Article 10, to receive Shares at the end of a specified deferral period.

2.14 “Disability”

or “Disabled” means, unless otherwise defined in an Award Agreement, or as otherwise determined under procedures established

by the Committee for purposes of the Plan, a Grantee is unable to engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period

of not less than twelve (12) months.

2.15 “Dividend

Equivalent” means a right to receive payments equal to dividends or property, if and when paid or distributed, on a specified

number of Shares.

2.16 “Effective

Date” has the meaning set forth in Section 1.1.

2.17 “Eligible

Person” means any individual who is an employee (including any officer) of, a non-employee consultant to, or a Non-Employee

Director of, the Company or any Subsidiary; provided, however, that solely with respect to the grant of an Incentive Share Option, an

Eligible Person shall be any employee (including any officer) of the Company or any Subsidiary. Notwithstanding the foregoing, an Eligible

Person shall also include an individual who is expected to become an employee to, non-employee consultant of or Non-Employee Director

of the Company or any Subsidiary within a reasonable period of time after the grant of an Award (other than an Incentive Share Option);

provided that any Award granted to any such individual shall be automatically terminated and cancelled without consideration if the individual

does not begin performing services for the Company or any Subsidiary within twelve (12) months after the Grant Date. Solely for purposes

of Section 5.6(b), current or former employees or non-employee directors of, or consultants to, an Acquired Entity who receive Substitute

Awards in substitution for Acquired Entity Awards shall be considered Eligible Persons under this Plan with respect to such Substitute

Awards.

2.18 “Exchange

Act” means the Securities Exchange Act of 1934, as amended from time to time. References to a particular section of the Exchange

Act include references to successor provisions.

2.19 “Exercise

Price” means (a) with respect to an Option, the price at which a Share may be purchased by a Grantee pursuant to such Option

or (b) with respect to an SAR, the price established at the time an SAR is granted pursuant to Article 7, which is used to determine

the amount, if any, of the payment due to a Grantee upon exercise of the SAR. Notwithstanding the foregoing, the Exercise Price may never

be less than the par value per Share, as may change from time to time.

2.20 “Fair

Market Value” means, as of any date, unless otherwise specifically provided in an Award Agreement, the value of Shares determined

as follows:

(a) If

the Shares are listed on one or more established and regulated securities exchanges, national market systems or automated quotation systems

on which Shares are listed, quoted or traded, Fair Market Value means a price that is based on the opening, closing, actual, high, low,

or the arithmetic mean of selling prices of a Share reported on the principal exchange or system on which the Shares are traded on the

applicable date or the preceding trading day.

(b) If

the Shares are traded over the counter at the time a determination of Fair Market Value is required to be made hereunder, Fair Market

Value shall be deemed to be equal to the arithmetic mean between the reported high and low or closing bid and asked prices of a Share

on the applicable date, or if no such trades were made that day then the most recent date on which Shares were publicly traded.

the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination

of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate.

2.21 “Grant

Date” means the date on which an Award is granted or such later date as specified in advance by the Committee.

2.22 “Grantee”

means a person who has been granted an Award.

2.23 “Incentive

Share Option” means an Option that is intended to meet the requirements of Section 422 of the Code.

2.24 “Including”

or “includes” means “including, without limitation,” or “includes, without limitation,” respectively.

2.25 “Non-Employee

Director” means a member of the Board who is not an employee of the Company or any Subsidiary.

2.26 “Option”

means an option granted under Article 6 of the Plan.

2.27 “Other

Share-Based Award” means a right, granted under Article 13 hereof, that relates to or is valued by reference to Shares or other

Awards relating to Shares.

2.28 “Performance

Period” means, with respect to an Award of Performance Shares or Performance Share Units, the period of time during which the

performance vesting conditions applicable to such Award must be satisfied.

2.29 “Performance

Share” and “Performance Share Unit” have the respective meanings set forth in Article 9.

2.30 “Period

of Restriction” means the period during which Restricted Shares are subject to forfeiture if the conditions specified in the

Award Agreement are not satisfied.

2.31 “Person”

means any individual, sole proprietorship, partnership, joint venture, limited liability company, trust, unincorporated organization,

association, corporation, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department.

2.32 “Restricted

Shares” means Shares, granted under Article 8, that are both subject to forfeiture and are nontransferable if the Grantee does

not satisfy the conditions specified in the Award Agreement applicable to such Shares.

2.33 “Restricted

Share Units” are rights, granted under Article 10, to receive Shares if the Grantee satisfies the conditions specified in the

Award Agreement applicable to such rights.

2.34 “Rule

16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor

rule.

2.35 “SEC”

means the United States Securities and Exchange Commission, or any successor thereto.

2.36 “Section

16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee director”

under Rule 16b-3.

2.37 “Section

16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions

involving equity securities of the Company.

2.38 “Share”

means an ordinary share of the Company, par value US$0.01, and such other securities of the Company, as may be substituted or resubstituted

for Shares pursuant to Section 4.2 hereof.

2.39 “Share

Appreciation Right” or “SAR” means an Award granted under Article 7 of the Plan.

2.40 “Subsidiary”

means any corporation or other entity, including but not limited to partnerships, limited liability companies, exempted companies and

joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares possessing more than fifty

percent (50%) of the total combined voting power of all classes of shares entitled to vote, or more than fifty percent (50%) of the total

value of all shares of all classes of shares of such corporation, or (b) an aggregate of more than fifty percent (50%) of the profits

interest or capital interest of a non-corporate entity.

2.41 “Surviving

Company” means (a) the surviving entity in any merger, consolidation or similar transaction, involving the Company (including

the Company if the Company is the surviving entity), (b) or the direct or indirect parent company of such surviving entity or (c) the

direct or indirect parent company of the Company following a sale of substantially all of the issued and outstanding Shares of the Company.

2.42 “Term”

of any Option or SAR means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires,

terminates or is cancelled. No Option or SAR granted under this Plan shall have a Term exceeding 10 years.

2.43 “Termination

of Affiliation” occurs on the first day on which an individual is for any reason no longer performing services for the Company

or any Subsidiary in the capacity of an employee of, a non-employee consultant to, or a Non-Employee Director of, the Company or any Subsidiary

or with respect to an individual who is an employee of, a non-employee consultant to or a Non-Employee Director of a Subsidiary, the first

day on which such entity ceases to be a Subsidiary of the Company unless such individual continues to perform Services for the Company

or another Subsidiary without interruption after such entity ceases to be a Subsidiary.

Article 3.

Administration

3.1 Committee.

(a) Subject

to Article 14, and to subsection (b) and to Section 3.2, the Plan shall be administered by the Compensation Committee. In the event that

the Board determines that the Compensation Committee shall not be the administrator of the Plan, the term “Committee” as used

hereunder shall (except as provided for in subsection (b)) mean the committee of the Board designated to administer the Plan, or the full

Board should the Board so designate. The Committee may delegate to the CEO any or all of the authority of the Committee with respect to

Awards to Grantees other than Grantees who are executive officers, Non-Employee Directors, or Section 16 Persons at the time any such

delegated authority is exercised.

(b) Unless

the context requires otherwise, any references herein to “Committee” include references to the CEO to the extent the CEO has

been delegated authority pursuant to subsection (a); provided that (i) for purposes of Awards to Non-Employee Directors, “Committee”

shall include only the full Board, and (ii) for purposes of Awards intended to comply with Rule 16b-3, the “Committee”

shall include only the Compensation Committee.

3.2 Powers of Committee.

Subject to and consistent with the provisions of the Plan (including Article 14), the Committee has full and final authority and sole

discretion as follows; provided that any such authority or discretion exercised with respect to a specific Non-Employee Director shall

be approved by a majority of the members of the Board, but excluding the Non-Employee Director with respect to whom such authority or

discretion is exercised:

(a) to

determine when, to whom and in what types and amounts Awards should be granted;

(b) to

grant Awards to Eligible Persons in any number and to determine the terms and conditions applicable to each Award (including the number

of Shares or the amount of cash or other property to which an Award will relate, any Exercise Price or purchase price, any limitation

or restriction, any schedule for or performance conditions relating to the earning of the Award or the lapse of limitations, forfeiture

restrictions, restrictions on exercisability or transferability, any performance goals including those relating to the Company and/or

a Subsidiary and/or any division thereof and/or an individual, and/or vesting based on the passage of time, based in each case on such

considerations as the Committee shall determine);

determine the benefit payable, including where applicable the number of Shares issued, under any Performance Share Unit, Performance Share,

Dividend Equivalent, Other Share-Based Award or Cash Incentive Award and to determine whether any performance or vesting conditions have

been satisfied;

(d) to

determine whether or not specific Awards shall be granted in connection with other specific Awards, and if so, whether they shall be exercisable

cumulatively with, or alternatively to, such other specific Awards and all other matters to be determined in connection with an Award;

(e) to

determine the Term of any Option or SAR;

(f) to

determine the amount, if any, that a Grantee shall pay for Restricted Shares, whether to permit or require the payment of cash dividends

thereon to be deferred and the terms related thereto, when Restricted Shares (including Restricted Shares acquired upon the exercise of

an Option) shall be forfeited and whether such shares shall be held in escrow;

(g) to

determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid

in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited or surrendered or any terms

of the Award may be waived, and to accelerate the exercisability of, and to accelerate or waive any or all of the terms and conditions

applicable to, any Award or any group of Awards for any reason and at any time;

(h) to

determine with respect to Awards granted to Eligible Persons whether, to what extent and under what circumstances cash, Shares, other

Awards, other property and other amounts payable with respect to an Award will be deferred, either at the election of the Grantee or automatically

pursuant to the terms of the Award Agreement;

(i) to

offer to exchange or buy out any previously granted Award for a payment in cash, Shares or other Award;

(j) to

construe and interpret the Plan and to make all determinations, including factual determinations, necessary or advisable for the administration

of the Plan;

(k) to

make, amend, suspend, waive and rescind rules and regulations relating to the Plan;

(l) to

appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(m) to

determine the terms and conditions of all Award Agreements applicable to Eligible Persons (which need not be identical) and, with the

consent of the Grantee, to amend any such Award Agreement at any time, among other things, to permit transfers of such Awards to the extent

permitted by the Plan; provided that the consent of the Grantee shall not be required for any amendment (i) which does not adversely

affect the rights of the Grantee, or (ii) which is necessary or advisable (as determined by the Committee) to carry out the purpose

of the Award as a result of any new Applicable Law or change in an existing Applicable Law, or (iii) to the extent the Award Agreement

specifically permits amendment without consent;

(n) to

cancel, with the consent of the Grantee, outstanding Awards and to grant new Awards in substitution therefor;

(o) to

impose such additional terms and conditions upon the grant, exercise or retention of Awards as the Committee may, before or concurrently

with the grant thereof, deem appropriate, including limiting the percentage of Awards which may from time to time be exercised by a Grantee;

(p) to

make adjustments in the terms and conditions of, and the criteria in, Awards in recognition of unusual or nonrecurring events (including

events described in Section 4.2) affecting the Company or a Subsidiary or the financial statements of the Company or a Subsidiary, or

in response to changes in Applicable Law, regulations or accounting principles;

(q) to

correct any defect or supply any omission or reconcile any inconsistency, and to construe and interpret the Plan, the rules and regulations,

and Award Agreement or any other instrument entered into or relating to an Award under the Plan; and

(r) to

take any other action with respect to any matters relating to the Plan for which it is responsible and to make all other decisions and

determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration

of the Plan.

Any action of the Committee

with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, any Grantee,

any person claiming any rights under the Plan from or through any Grantee, and shareholders. If not specified in the Plan, the time at

which the Committee must or may make any determination shall be determined by the Committee, and any such determination may thereafter

be modified by the Committee. The express grant of any specific power to the Committee, and the taking of any action by the Committee,

shall not be construed as limiting any power or authority of the Committee. Subject to Section 3.1(b), the Committee may delegate to officers

of the Company or any Subsidiary the authority, subject to such terms as the Committee shall determine, to perform specified functions

under the Plan.

3.3 No

Repricings. Notwithstanding any provision in Section 3.2 to the contrary, the terms of any outstanding Option or SAR may not be amended

to reduce the Exercise Price of such Option or SAR or cancel any outstanding Option or SAR in exchange for other Options or SARs with

an Exercise Price that is less than the Exercise Price of the cancelled Option or SAR or for any cash payment (or Shares having a Fair

Market Value) in an amount that exceeds the excess of the Fair Market Value of the Shares underlying such cancelled Option or SAR over

the aggregate Exercise Price of such Option or SAR or for any other Award, without shareholder approval; provided, however, that the restrictions

set forth in this Section 3.3, shall not apply (i) unless the Company has a class of shares that is registered under Section 12 of

the Exchange Act or (ii) to any adjustment allowed under to Section 4.2.

Article 4.

Shares Subject to the Plan

4.1 Number of Shares

Available for Grants.

(a) Subject

to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for issuance

under the Plan (including Incentive Share Options) shall be fifteen million (15,000,000) Shares.

(b) If

any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such

Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture

or termination, shall again be available for grant under the Plan except where otherwise specified hereunder. For avoidance of doubt,

however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an

Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as

having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again

be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased

through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted

hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having

been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated

as available for issuance under the Plan.

issued pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased

by the Company for purposes of the Plan. Additionally, at the discretion of the Committee, any Shares distributed pursuant to an Award

may be represented by American Depositary Shares.

4.2 Adjustments in Authorized

Shares and Awards; Corporate Transaction, Liquidation or Dissolution.

(a) Adjustment

in Authorized Shares and Awards. In the event that the Committee determines that any dividend or other distribution (whether in the

form of cash, equity, or other property), recapitalization, forward or reverse share split, subdivision, consolidation or reduction of

capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving the Company or repurchase

or exchange of Shares or other securities of the Company or other rights to purchase Shares or other securities of the Company, or other

similar corporate transaction or event affects the Shares such that any adjustment is determined by the Committee to be appropriate in

order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the

Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities

or property) with respect to which Awards may be granted, (ii) the number and type of Shares (or other securities or property) subject

to outstanding Awards, (iii) the Exercise Price with respect to any Option or SAR or, if deemed appropriate, make provision for a

cash payment to the holder of an outstanding Award, and (iv) the number and kind of Shares of outstanding Restricted Shares, or the

Shares underlying any other form of Award. Notwithstanding the foregoing, no such adjustment shall be authorized with respect to any Options

or SARs to the extent that such adjustment would cause the Option or SAR to violate Section 424(a) of the Code or otherwise subject any

Grantee to taxation under Section 409A of the Code; and provided further that the number of Shares subject to any Award denominated

in Shares shall always be a whole number.

(b) Merger,

Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into another entity

or a sale of substantially all of the Shares of the Company (a “Corporate Transaction”), unless an outstanding Award is assumed

by the Surviving Company or replaced with an equivalent Award granted by the Surviving Company in substitution for such outstanding Award,

the Committee shall cancel any outstanding Awards that are not vested and non-forfeitable as of the consummation of such Corporate Transaction

(unless the Committee accelerates the vesting of any such Awards) and with respect to any vested and non-forfeitable Awards, the Committee

may either (i) allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation

of the Corporate Transaction and cancel any outstanding Options or SARs that remain unexercised upon consummation of the Corporate Transaction,

or (ii) cancel any or all of such outstanding Awards in exchange for a payment (in cash, or in securities or other property) in an

amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to any Options or SARs) if such

vested Awards were settled or distributed or such vested Options and SARs were exercised immediately prior to the consummation of the

Corporate Transaction. Notwithstanding the foregoing, if an Option or SAR is not assumed by the Surviving Company or replaced with an

equivalent Award issued by the Surviving Company and the Exercise Price with respect to any outstanding Option or SAR exceeds the Fair

Market Value of the Shares immediately prior to the consummation of the Corporation Transaction, such Awards shall be cancelled without

any payment to the Grantee.

Winding-Up or Dissolution of the Company. In the event of the proposed liquidation, winding-up or dissolution of the Company, each

Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee. Additionally,

the Committee may, in the exercise of its sole discretion, cause Awards to be vested and non-forfeitable and cause any conditions on any

such Award to lapse, as to all or any part of such Award, including Shares as to which the Award would not otherwise be exercisable or

non-forfeitable and allow all Grantees to exercise such Awards of Options and SARs within a reasonable period prior to the consummation

of such proposed action. Any Awards that remain unexercised upon consummation of such proposed action shall be cancelled.

Article 5.

Eligibility and General Conditions of Awards

5.1 Eligibility.

The Committee may in its discretion grant Awards to any Eligible Person, whether or not he or she has previously received an Award; provided,

however, that all Awards made to Non-Employee Directors shall be determined by the Board in its sole discretion.

5.2 Award Agreement.

To the extent not set forth in the Plan, the terms and conditions of each Award shall be set forth in an Award Agreement.

5.3 General Terms

and Termination of Affiliation. The Committee may impose

on any Award or the exercise or settlement thereof, at the date of grant or, subject to the provisions of Section 15.2, thereafter, such

additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine, including terms requiring

forfeiture, acceleration or pro-rata acceleration of Awards in the event of a Termination of Affiliation by the Grantee. Awards may be

granted for no consideration other than prior and future services. Except as set forth in an Award Agreement or as otherwise determined

by the Committee, (a) all Options and SARs that are not vested and exercisable at the time of a Grantee’s Termination of Affiliation,

and any other Awards that remain subject to a risk of forfeiture or which are not otherwise vested at the time of the Grantee’s

Termination of Affiliation shall be forfeited to the Company and (b) all outstanding Options and SARs not previously exercised shall

expire three months after the Grantee’s Termination of Affiliation. Notwithstanding the foregoing, the Committee may not take any

actions hereunder, and no Awards shall be granted, that would violate any Applicable Law.

5.4 Non-transferability

of Awards.

(a) Each

Award and each right under any Award shall be exercisable only by the Grantee during the Grantee’s lifetime, or, if permissible

under Applicable Law, by the Grantee’s guardian or legal representative.

(b) No

Award (prior to the time, if applicable, Shares are delivered in respect of such Award), and no right under any Award, may be assigned,

alienated, pledged, mortgaged, encumbered, attached, sold or otherwise transferred or encumbered by a Grantee otherwise than by will or

by the laws of descent and distribution (or in the case of Restricted Shares, to the Company), and any such purported assignment, alienation,

pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary; provided that

the designation of a beneficiary to receive benefits in the event of the Grantee’s death shall not constitute an assignment, alienation,

pledge, attachment, sale, transfer or encumbrance.

subsections (a) and (b) above, to the extent provided in the Award Agreement or as otherwise approved by the Committee, Options (other

than Incentive Share Options) and Restricted Shares, may be transferred, without consideration, to a Permitted Transferee. For this purpose,

a “Permitted Transferee” in respect of any Grantee means any member of the Immediate Family of such Grantee, any trust of

which all of the primary beneficiaries are such Grantee or members of his or her Immediate Family, or any partnership (including limited

liability companies and similar entities) of which all of the partners or members are such Grantee or members of his or her Immediate

Family; and the “Immediate Family” of a Grantee means the Grantee’s spouse, children, stepchildren, grandchildren,

parents, stepparents, siblings, grandparents, nieces and nephews. Such Option may be exercised by such transferee in accordance with

the terms of the Award Agreement. If so determined by the Committee, a Grantee may, in the manner established by the Committee, designate

a beneficiary or beneficiaries to exercise the rights of the Grantee, and to receive any distribution with respect to any Award upon

the death of the Grantee. A transferee, beneficiary, guardian, legal representative or other person claiming any rights under the Plan

from or through any Grantee shall be subject to and consistent with the provisions of the Plan and any applicable Award Agreement, except

to the extent the Plan and Award Agreement otherwise provide with respect to such persons, and to any additional restrictions

or limitations deemed necessary or appropriate by the Committee.

5.5 Cancellation

and Rescission of Awards. Unless the Award Agreement specifies

otherwise, the Committee may cancel, rescind, suspend, withhold, or otherwise limit or restrict any unexercised Award at any time if

the Grantee is not in compliance with all applicable provisions of the Award Agreement and the Plan or if the Grantee has a Termination

of Affiliation.

5.6 Stand-Alone,

Tandem and Substitute Awards.

(a) Awards

granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution

for, any other Award granted under the Plan unless such tandem or substitution Award would subject the Grantee to tax penalties imposed

under Section 409A of the Code. If an Award is granted in substitution for another Award or any non-Plan award or benefit, the Committee

shall require the surrender of such other Award or non-Plan award or benefit in consideration for the grant of the new Award. Awards

granted in addition to or in tandem with other Awards or non-Plan awards or benefits may be granted either at the same time as or at

a different time from the grant of such other Awards or non-Plan awards or benefits; provided, however, that if any SAR is granted in

tandem with an Incentive Share Option, such SAR and Incentive Share Option must have the same Grant Date, Term and the Exercise Price

of the SAR may not be less than the Exercise Price of the Incentive Share Option.

(b) The Committee

may, in its discretion and on such terms and conditions as the Committee considers appropriate in the circumstances, grant Awards under

the Plan (“Substitute Awards”) in substitution for Shares and Share-based awards (“Acquired Entity Awards”) held

by current or former employees or non-employee directors of, or consultants to, another corporation or entity who become Eligible Persons

as the result of a merger or consolidation of the employing corporation or other entity (the “Acquired Entity”) with the

Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or shares of the Acquired Entity immediately prior

to such merger, consolidation or acquisition in order to preserve for the Grantee the economic value of all or a portion of such Acquired

Entity Award at such price as the Committee determines necessary to achieve preservation of economic value. The limitations in Section

4.1(a) on the number of Shares reserved or available for grants shall not apply to Substitute Awards granted under this Section 5.6(b).

5.7 Compliance with

Rule 16b-3. The provisions of this Section 5.7 will apply

as the Company has a class of Shares that is registered under Section 12 of the Exchange Act.

(a) Six-Month

Holding Period Advice. Unless a Grantee could otherwise

dispose of or exercise a derivative security or dispose of Shares issued under the Plan without incurring liability under Section 16(b)

of the Exchange Act, the Committee may advise or require a Grantee to comply with the following in order to avoid incurring liability

under Section 16(b) of the Exchange Act: (i) at least six months must elapse from the date of acquisition of a derivative security

under the Plan to the date of disposition of the derivative security (other than upon exercise or conversion) or its underlying equity

security, and (ii) Shares granted or awarded under the Plan other than upon exercise or conversion of a derivative security must

be held for at least six months from the date of grant of an Award.

(b) Reformation

to Comply with Exchange Act Rules. To the extent the Committee

determines that a grant or other transaction by a Section 16 Person should comply with applicable provisions of Rule 16b-3 (except for

transactions exempted under alternative Exchange Act rules), the Committee shall take such actions as necessary to make such grant or

other transaction so comply, and if any provision of this Plan or any Award Agreement relating to a given Award does not comply with

the requirements of Rule 16b-3 as then applicable to any such grant or transaction, such provision will be construed or deemed amended,

if the Committee so determines, to the extent necessary to conform to the then applicable requirements of Rule 16b-3.

Administration. Any function relating to a Section 16 Person

shall be performed solely by the Committee or the Board if necessary to ensure compliance with applicable requirements of Rule 16b-3,

to the extent the Committee determines that such compliance is desired. Each member of the Committee or person acting on behalf of the

Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer, manager

or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants or any executive compensation

consultant or attorney or other professional retained by the Company to assist in the administration of the Plan.

5.8 Deferral of Award

Payouts. The Committee may permit a Grantee to defer, or

if and to the extent specified in an Award Agreement require the Grantee to defer, receipt of the payment of cash or the delivery of

Shares that would otherwise be due by virtue of the lapse or waiver of restrictions with respect to Restricted Share Units, the satisfaction

of any requirements or goals with respect to Performance Share Units or Performance Shares, the lapse or waiver of the deferral period

for Deferred Shares, or the lapse or waiver of restrictions with respect to Other Share-Based Awards or Cash Incentive Awards. If the

Committee permits such deferrals, the Committee shall establish rules and procedures for making such deferral elections and for the payment

of such deferrals. Except as otherwise provided in an Award Agreement, any payment or any Shares that are subject to such deferral shall

be made or delivered to the Grantee as specified in the Award Agreement or pursuant to the Grantee’s deferral election.

Article 6.

Share Options

6.1 Grant of Options.

Subject to and consistent with the provisions of the Plan, Options may be granted to any Eligible Person in such number, and upon such

terms, and at any time and from time to time as shall be determined by the Committee.

6.2 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the Term of the Option, the number

of Shares to which the Option pertains, the time or times at which such Option shall be exercisable and such other provisions as the

Committee shall determine.

6.3 Option Exercise

Price. The Exercise Price of an Option under this Plan

shall be determined in the sole discretion of the Committee but may not be less than 100% of the Fair Market Value of a Share on the

Grant Date.

6.4 Grant of Incentive

Share Options. At the time of the grant of any Option,

the Committee may in its discretion designate that such Option shall be made subject to additional restrictions to permit it to qualify

as an Incentive Share Option. Any Option designated as an Incentive Share Option:

(a) shall

be granted only to an employee of the Company or a Subsidiary;

(b) shall

have an Exercise Price of not less than 100% of the Fair Market Value of a Share on the Grant Date, and, if granted to a person who owns

Shares (including Shares treated as owned under Section 424(d) of the Code) possessing more than 10% of the total combined voting power

of all classes of shares of the Company or any Subsidiary (a “More Than 10% Owner”), have an Exercise Price not less than

110% of the Fair Market Value of a Share on its Grant Date;

be for a period of not more than 10 years (five years if the Grantee is a More Than 10% Owner) from its Grant Date, and shall be subject

to earlier termination as provided herein or in the applicable Award Agreement;

(d) shall

not have an aggregate Fair Market Value (as of the Grant Date) of the Shares with respect to which Incentive Share Options (whether granted

under the Plan or any other share option plan of the Grantee’s employer or any parent or Subsidiary (“Other Plans”))

are exercisable for the first time by such Grantee during any calendar year (“Current Grant”), determined in accordance with

the provisions of Section 422 of the Code, which exceeds US$100,000 (the “$100,000 Limit”);

(e) shall,

if the aggregate Fair Market Value of the Shares (determined on the Grant Date) with respect to the Current Grant and all Incentive Share

Options previously granted under the Plan and any Other Plans which are exercisable for the first time during a calendar year (“Prior

Grants”) would exceed the $100,000 Limit, be, as to the portion in excess of the $100,000 Limit, exercisable as a separate option

that is not an Incentive Share Option at such date or dates as are provided in the Current Grant;

(f) shall

require the Grantee to notify the Committee of any disposition of any Shares issued pursuant to the exercise of the Incentive Share Option

under the circumstances described in Section 421(b) of the Code (relating to holding periods and certain disqualifying dispositions) (“Disqualifying

Disposition”) within 10 days of such a Disqualifying Disposition;

(g) shall

by its terms not be assignable or transferable other than by will or the laws of descent and distribution and may be exercised, during

the Grantee’s lifetime, only by the Grantee; provided, however, that the Grantee may, to the extent provided in the Plan in any

manner specified by the Committee, designate in writing a beneficiary to exercise his or her Incentive Share Option after the Grantee’s

death; and

(h) shall,

if such Option nevertheless fails to meet the foregoing requirements, or otherwise fails to meet the requirements of Section 422 of the

Code for an Incentive Share Option, be treated for all purposes of this Plan, except as otherwise provided in subsections (d) and (e)

above, as an Option that is not an Incentive Share Option.

Notwithstanding the foregoing

and Section 3.2, the Committee may, without the consent of the Grantee, at any time before the exercise of an Option (whether or not an

Incentive Share Option), take any action necessary to prevent such Option from being treated as an Incentive Share Option.

6.5 Payment of Exercise

Price. Except as otherwise provided in an Award Agreement,

Options shall be exercised by the delivery of a written notice of exercise to the Company, setting forth the number of Shares with respect

to which the Option is to be exercised, accompanied by full payment for the Shares made by any one or more of the following means:

(a) cash,

personal check or wire transfer;

(b) with

the approval of the Committee, delivery of Shares owned by the Grantee prior to exercise, valued at Fair Market Value on the date of exercise;

the approval of the Committee, Shares acquired upon the exercise of such Option, such Shares valued at Fair Market Value on the date of

exercise;

(d) with

the approval of the Committee, Restricted Shares held by the Grantee prior to the exercise of the Option, valued at Fair Market Value

on the date of exercise; or

(e) subject

to Applicable Law (including the prohibited loan provisions of Section 402 of the Sarbanes Oxley Act of 2002 if applicable), through the

sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice

of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale proceeds sufficient to pay for such Shares,

together with, if requested by the Company, the amount of federal, state, local or foreign withholding taxes payable by Grantee by reason

of such exercise.

The Committee may in its discretion

specify that, if any Restricted Shares (“Tendered Restricted Shares”) are used to pay the Exercise Price, (x) all the

Shares acquired on exercise of the Option shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of

the date of exercise of the Option, or (y) a number of Shares acquired on exercise of the Option equal to the number of Tendered

Restricted Shares shall be subject to the same restrictions as the Tendered Restricted Shares, determined as of the date of exercise of

the Option.

Article 7.

Share Appreciation Rights

7.1 Issuance.

Subject to and consistent with the provisions of the Plan, the Committee, at any time and from time to time, may grant SARs to any Eligible

Person either alone or in addition to other Awards granted under the Plan. Such SARs may, but need not, be granted in connection with

a specific Option granted under Article 6. The Committee may impose such conditions or restrictions on the exercise of any SAR as it

shall deem appropriate.

7.2 Award Agreements.

Each SAR grant shall be evidenced by an Award Agreement in such form as the Committee may approve and shall contain such terms and conditions

not inconsistent with other provisions of the Plan as shall be determined from time to time by the Committee.

7.3 SAR Exercise

Price. The Exercise Price of a SAR shall be determined

by the Committee in its sole discretion; provided that the Exercise Price shall not be less than 100% of the Fair Market Value of a Share

on the date of the grant of the SAR.

7.4 Exercise and

Payment. Upon the exercise of an SAR, a Grantee shall be

entitled to receive payment from the Company in an amount determined by multiplying:

(a) The

excess of the Fair Market Value of a Share on the date of exercise over the Exercise Price; by

(b) The

number of Shares with respect to which the SAR is exercised.

SARs shall be deemed exercised

on the date written notice of exercise in a form acceptable to the Committee is received by the Company. The Company shall make payment

in respect of any SAR within five (5) days of the date the SAR is exercised. Any payment by the Company in respect of a SAR may be made

in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall determine or, to the extent

permitted under the terms of the applicable Award Agreement, at the election of the Grantee.

Article 8.

Restricted Shares

8.1 Grant of Restricted

Shares. Subject to and consistent with the provisions of

the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Eligible Person in such amounts as the

Committee shall determine.

8.2 Award Agreement.

Each grant of Restricted Shares shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number

of Restricted Shares granted, and such other provisions as the Committee shall determine. The Committee may impose such conditions and/or

restrictions on any Restricted Shares granted pursuant to the Plan as it may deem advisable, including restrictions based upon the achievement

of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, and/or restrictions

under applicable securities laws; provided that such conditions and/or restrictions may lapse, if so determined by the Committee, in

the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or a

Subsidiary without Cause.

8.3 Consideration

for Restricted Shares. The Committee shall determine the

amount, if any, that a Grantee shall pay for Restricted Shares.

8.4 Effect of Forfeiture.

If Restricted Shares are forfeited, and if the Grantee was required to pay for such shares or acquired such Restricted Shares upon the

exercise of an Option, the Grantee shall be deemed to have resold such Restricted Shares to the Company at a price equal to the lesser

of (x) the amount paid by the Grantee for such Restricted Shares, or (y) the Fair Market Value of a Share on the date of such

forfeiture. The Company shall pay to the Grantee the deemed sale price as soon as is administratively practical. Such Restricted Shares

shall cease to be outstanding and shall no longer confer on the Grantee thereof any rights as a shareholder of the Company, from and

after the date of the event causing the forfeiture, whether or not the Grantee accepts the Company’s tender of payment for such

Restricted Shares.

8.5 Escrow; Legends.

The Committee may provide that the certificates (if any) for any Restricted Shares (x) shall be held (together with a share transfer

power executed in blank by the Grantee) in escrow by the Company until such Restricted Shares become non-forfeitable or are forfeited

and/or (y) shall bear an appropriate legend restricting the transfer of such Restricted Shares under the Plan. If any Restricted

Shares become non-forfeitable, the Company shall cause certificates (if any) for such shares to be delivered without such legend.

Article 9.

Performance Share Units and Performance Shares

9.1 Grant of Performance

Share Units and Performance Shares. Subject to and consistent

with the provisions of the Plan, Performance Share Units or Performance Shares may be granted to any Eligible Person in such amounts

and upon such terms, and at any time and from time to time, as shall be determined by the Committee. The Committee shall have the authority,

at the time of grant of any Award under this Plan, to designate such Award as an Award intended to qualify as “performance-based

compensation” under Section 162(m) of the Code. The Committee shall also have the authority to make an award of a cash bonus

to any Grantee and designate such Award as an Award intended to qualify as “performance-based compensation” under Section 162(m)

of the Code.

9.2 Value/Performance

Goals. The Committee shall set performance goals in its

discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units or Performance

Shares that will be paid to the Grantee.

(a) Performance

Unit. Each Performance Unit shall have an initial value that is established by the Committee at the time of grant.

(b) Performance

Share. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant.

9.3 Earning of Performance

Share Units and Performance Shares.

(a) After

the applicable Performance Period has ended, the holder of Performance Units or Performance Shares shall be entitled to payment based

on the level of achievement of performance goals set by the Committee. In determining the actual amount of an individual Grantee’s

performance compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the performance compensation

Award earned during the Performance Period through the use of negative discretion (consistent with Section 162(m) of the Code) if,

in its sole judgment, such reduction or elimination is appropriate. The Committee shall not have the discretion, except as is otherwise

provided in this Plan, to (A) grant or provide payment in respect of performance compensation Awards for a Performance Period if

the performance goals for such Performance Period have not been attained; or (B) increase a performance compensation Award above

the applicable overall share issuance limitations set forth in this Plan.

(b) The

performance criteria that will be used to establish the performance goal(s) required to be achieved for the vesting of Performance Share

Units or Performance Shares shall be based on the attainment of specific levels of performance of the Company and/or one or more Affiliates,

divisions or operational units, or any combination of the foregoing, as determined by the Committee, which criteria will be based on one

or more of the following business criteria or any combination thereof: (i) revenue; (ii) sales; (iii) profit (net profit,

gross profit, operating profit, economic profit, profit margins or other corporate profit measures); (iv) earnings (EBIT, EBITDA,

earnings per share, or other corporate earnings measures); (v) net income (before or after taxes, operating income or other income

measures); (vi) cash (cash flow, cash generation or other cash measures); (vii) share price or performance; (viii) total

shareholder return (share price appreciation plus reinvested dividends divided by beginning share price); (ix) economic value added;

(x) return measures (including, but not limited to, return on assets, capital, equity, investments or sales, and cash flow return

on assets, capital, equity, or sales); (xi) market share; (xii) improvements in capital structure; (xiii) expenses (expense

management, expense ratio, expense efficiency ratios or other expense measures); (xiv) business expansion or consolidation (acquisitions

and divestitures); (xv) internal rate of return or increase in net present value; (xvi) working capital targets relating to

inventory and/or accounts receivable; (xvii) inventory management; (xviii) service or product delivery or quality; (xix) employee

retention; (xx) safety standards; (xxi) productivity measures; (xxii) cost reduction measures; and/or (xxiii) strategic

plan development and implementation.

the discretion of the Committee, the settlement of Performance Share Units or Performance Shares may be in cash, Shares of equivalent

value, or in some combination thereof, as set forth in the Award Agreement.

(d) If

a Grantee is promoted, demoted or transferred to a different business unit of the Company during a Performance Period, then, to the extent

the Committee determines that the Award, the performance goals, or the Performance Period are no longer appropriate, the Committee may

adjust, change, eliminate or cancel the Award, the performance goals, or the applicable Performance Period, as it deems appropriate in

order to make them appropriate and comparable to the initial Award, the performance goals, or the Performance Period.

(e) At

the discretion of the Committee, a Grantee may be entitled to receive any dividends or Dividend Equivalents declared with respect to Shares

issuable in connection with vested Performance Shares which have been earned, but not yet issued to the Grantee.

Article 10.

Deferred Shares and Restricted Share Units

10.1 Grant of Deferred

Shares and Restricted Share Units. Subject to and consistent

with the provisions of the Plan, the Committee, at any time and from time to time, may grant Deferred Shares and/or Restricted Share

Units to any Eligible Person, in such amount and upon such terms as the Committee shall determine.

10.2 Vesting and

Delivery.

(a) Deferred

Shares. Delivery of Shares subject to a Deferred Shares grant will occur upon expiration of the deferral period or upon the occurrence

of one or more of the distribution events described in Section 409A(a)(2) of the Code as specified by the Committee in the Grantee’s

Award Agreement for the Award of Deferred Shares. An Award of Deferred Shares may be subject to such substantial risk of forfeiture conditions

as the Committee may impose, which conditions may lapse at such times or upon the achievement of such objectives as the Committee shall

determine at the time of grant or thereafter. Unless otherwise determined by the Committee, to the extent that the Grantee has a Termination

of Affiliation while the Deferred Shares remains subject to a substantial risk of forfeiture, such Deferred Shares shall be forfeited,

unless the Committee determines that such substantial risk of forfeiture shall lapse in the event of the Grantee’s Termination of

Affiliation due to death, Disability, or involuntary termination by the Company or a Subsidiary without “cause.”

(b) Restricted

Share Units. Delivery of Shares subject to a grant of Restricted Share Units will occur upon the expiration of the period during which

the Restricted Share Units are subject to a substantial risk of forfeiture. Unless otherwise determined by the Committee, to the extent

that the Grantee has a Termination of Affiliation while the Restricted Share Units remains subject to a substantial risk of forfeiture,

such Restricted Share Units shall be forfeited, unless the Committee determines that such substantial risk of forfeiture shall lapse in

the event of the Grantee’s Termination of Affiliation due to death, Disability, or involuntary termination by the Company or a Subsidiary

without “cause.”

10.3 Voting and Dividend

Equivalent Rights Attributable to Deferred Shares and Restricted Share Units.

A Grantee awarded Deferred Shares or Restricted Share Units will have no voting rights with respect to such Deferred Shares or Restricted

Share Units prior to the delivery of Shares in settlement of such Deferred Shares and/or Restricted Share Units. Unless otherwise determined

by the Committee, a Grantee will have the rights to receive Dividend Equivalents in respect of Deferred Shares and/or Restricted Share

Units, which Dividend Equivalents shall be deemed reinvested in additional Shares of Deferred Shares or Restricted Share Units, as applicable,

which shall remain subject to the same forfeiture conditions applicable to the Deferred Shares or Restricted Share Units to which such

Dividend Equivalents relate.

Article 11.

Dividend Equivalents

The Committee is authorized

to grant Awards of Dividend Equivalents alone or in conjunction with other Awards. The Committee may provide that Dividend Equivalents

shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or additional Awards or otherwise

reinvested subject to distribution at the same time and subject to the same conditions as the Award to which it relates; provided, however,

that any Dividend Equivalents granted in conjunction with any Award that is subject to forfeiture conditions shall remain subject to the

same forfeiture conditions applicable to the Award to which such Dividend Equivalents relate and any payments in respect of any Dividend

Equivalents granted in conjunction with any Options or SARs may not be conditioned, directly or indirectly, on the Grantee’s exercise

of the Options or SARs or paid at the same time that the Options or SARs are exercised.

Article 12.

Bonus Shares

Subject to the terms of the

Plan, the Committee may grant Bonus Shares to any Eligible Person, in such amount and upon such terms and at any time and from time to

time as shall be determined by the Committee.

Article 13.

Other Share-Based Awards

The Committee is authorized,

subject to limitations under Applicable Law, to grant such other Awards that are denominated or payable in, valued in whole or in part

by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan,

including Shares awarded which are not subject to any restrictions or conditions, convertible or exchangeable debt securities or other

rights convertible or exchangeable into Shares, and Awards valued by reference to the value of securities of or the performance of specified

Subsidiaries. Subject to and consistent with the provisions of the Plan, the Committee shall determine the terms and conditions of such

Awards. Except as provided by the Committee, Shares issued pursuant to a purchase right granted under this Article 13 shall be purchased

for such consideration, paid for by such methods and in such forms, including cash, Shares, outstanding Awards or other property, as the

Committee shall determine.

Article 14.

Non-Employee Director Awards

Subject to the terms of the

Plan, the Board may grant Awards to any Non-Employee Director, in such amount and upon such terms and at any time and from time to time

as shall be determined by the full Board in its sole discretion. Except as otherwise provided in Section 5.6(b), a Non-Employee Director

may not be granted Awards with respect to Shares that have a Fair Market Value (determined as of the date of grant) in excess of US$1,000,000

in a single calendar year.

Article 15.

Amendment, Modification, and Termination

15.1 Amendment, Modification,

and Termination. Subject to Section 15.2, the Board may,

at any time and from time to time, alter, amend, suspend, discontinue or terminate the Plan in whole or in part without the approval

of the Company’s shareholders, except that (a) any amendment or alteration shall be subject to the approval of the Company’s

shareholders if such shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange or

automated quotation system on which the Shares may then be listed or quoted, and (b) the Board may otherwise, in its discretion,

determine to submit other such amendments or alterations to shareholders for approval.

15.2 Awards Previously

Granted. Except as otherwise specifically permitted in

the Plan or an Award Agreement, no termination, amendment, or modification of the Plan shall adversely affect in any material way any

Award previously granted under the Plan, without the written consent of the Grantee of such Award.

Article 16.

Compliance with Code Section 409A

The Plan and all Awards granted

hereunder are intended to comply with, or otherwise be exempt from, the requirements of Section 409A of the Code. The Plan and all

Awards granted under this Plan shall be administered, interpreted, and construed in a manner consistent with Section 409A of the

Code to the extent necessary to avoid the imposition of additional taxes under Section 409A(a)(1)(B) of the Code. To the extent that

the Committee determines that any Award is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate

the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted

in accordance with Section 409A of the Code and U.S. Department of Treasury regulations and other interpretive guidance issued thereunder.

Notwithstanding any provision of the Plan or any Award Agreement to the contrary, if the Committee determines that any Award may be subject

to Section 409A of the Code, the Committee may adopt such amendments to the Plan and each applicable Award Agreement as the Committee

determines necessary or appropriate to (a) exempt the Award from Section 409A of the Code, or (b) comply with the requirements

of Section 409A of the Code and related U.S. Department of Treasury guidance.

Article 17.

Withholding

17.1 Required Withholding.

(a) The

Committee in its sole discretion may provide that when taxes under any Applicable Law are to be withheld in connection with the exercise

of an Option or SAR, or upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, or upon payment of any other

benefit or right under this Plan (the date on which such exercise occurs or such restrictions lapse or such payment of any other benefit

or right occurs hereinafter referred to as the “Tax Date”), the Grantee may elect to make payment for the withholding of taxes

under Applicable Law, including without limitation United States federal, state and local taxes, including Social Security and Medicare

(“FICA”) taxes, by one or a combination of the following methods:

(i) payment

of an amount in cash equal to the amount to be withheld (including cash obtained through the sale of the Shares acquired on exercise of

an Option or SAR, upon the lapse of restrictions on Restricted Shares, or upon the transfer of Shares, through a broker-dealer to whom

the Grantee has submitted an irrevocable instructions to deliver promptly to the Company, the amount to be withheld);

(ii) delivering

part or all of the amount to be withheld in the form of Shares valued at its Fair Market Value on the Tax Date;

(iii) requesting

the Company to withhold from those Shares that would otherwise be received upon exercise of the Option or SAR, upon the lapse of restrictions

on Restricted Shares, or upon the transfer of Shares, a number of Shares having a Fair Market Value on the Tax Date equal to the amount

to be withheld; or

(iv) withholding

from any compensation otherwise due to the Grantee.

The Committee shall

provide that the amount of tax withholding upon exercise of an Option or SARs, upon the lapse of restrictions on Restricted Shares, or

upon the transfer of Shares, to be satisfied by withholding Shares upon exercise of such Option or SAR, upon the lapse of restrictions

on Restricted Shares, or upon the transfer of Shares, pursuant to clause (iii) above shall not exceed the maximum amount of taxes, including

FICA taxes, required to be withheld under federal, state and local law. An election by Grantee under this subsection is irrevocable. Any

fractional share amount and any additional withholding not paid by the withholding or surrender of Shares must be paid in cash. If no

timely election is made, the Grantee must deliver cash to satisfy all tax withholding requirements.

(b) Any

Grantee who makes a Disqualifying Disposition (as defined in Section 6.4(f)) or an election under Section 83(b) of the Code shall remit

to the Company an amount sufficient to satisfy all resulting tax withholding requirements in the same manner as set forth in subsection

(a).

17.2 Notification

under Code Section 83(b). If the Grantee, in connection

with the exercise of any Option, or the grant of Restricted Shares, makes the election permitted under Section 83(b) of the Code to include

in such Grantee’s gross income in the year of transfer the amounts specified in Section 83(b) of the Code, then such Grantee shall

notify the Company of such election within 10 days of filing the notice of the election with the Internal Revenue Service, in addition

to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. The Committee may, in connection

with the grant of an Award or at any time thereafter, prohibit a Grantee from making the election described above.

Article 18.

Additional Provisions

18.1 Successors.

Subject to Section 4.2(b), all obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on

any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,

or otherwise of all or substantially all of the business and/or assets of the Company.

18.2 Severability.

If any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity

shall not invalidate any other part of the Plan. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible,

be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while

remaining lawful and valid.

18.3 Requirements

of Law. The granting of Awards and the delivery of Shares

under the Plan shall be subject to the Company’s memorandum and articles of association (as may be amended from time to time),

all Applicable Law, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may

be required. Notwithstanding any provision of the Plan or any Award Agreement or Award, Grantees shall not be entitled to exercise, or

receive benefits under, any Award, and the Company (and any Subsidiary) shall not be obligated to deliver any Shares or deliver benefits

to a Grantee, if such exercise or delivery would constitute a violation by the Grantee or the Company of the Company’s memorandum

and articles of association or any Applicable Law or regulation.

18.4 Securities Law

Compliance.

(a) If the

Committee deems it necessary to comply with any applicable securities law, or the requirements of any stock exchange upon which Shares

may be listed, the Committee may impose any restriction on Awards or Shares acquired pursuant to Awards under the Plan as it may deem

advisable. In addition, if requested by the Company and any underwriter engaged by the Company, Shares acquired pursuant to Awards may

not be sold or otherwise transferred or disposed of for such period following the effective date of any registration statement of the

Company filed under the Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not to exceed 180

days in the case of the Company’s initial public offering or 90 days in the case of any other public offering. All certificates

(if any) for Shares issued under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders

and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock

exchange upon which Shares are then listed, any applicable securities law, and the Committee may cause a legend or legends to be put

on any such certificates (if any) to make appropriate reference to such restrictions. If so requested by the Company, the Grantee shall

make a written representation to the Company that he or she will not sell or offer to sell any Shares unless a registration statement

shall be in effect with respect to such Shares under the Securities Act of 1933, as amended, and any applicable state securities law

or unless he or she shall have furnished to the Company, in form and substance satisfactory to the Company, that such registration is

not required.

(b) If the

Committee determines that the exercise or non-forfeitability of, or delivery of benefits pursuant to, any Award would violate any applicable

provision of securities laws or the listing requirements of any national securities exchange or national market system on which are listed

any of the Company’s equity securities, then the Committee may postpone any such exercise, non-forfeitability or delivery, as applicable,

but the Company shall use all reasonable efforts to cause such exercise, non-forfeitability or delivery to comply with all such provisions

at the earliest practicable date.

18.5 Forfeiture Events.

Notwithstanding any provisions herein to the contrary, the Committee shall have the authority to provide in any Award Agreement that

a Grantee’s (including his or her estate’s, beneficiary’s or transferee’s) rights (including the right to exercise

any Option or SAR), payments and benefits with respect to any Award shall be subject to reduction, cancellation, forfeiture or recoupment

(to the extent permitted by Applicable Law) in the event of the Participant’s termination for Cause; serious misconduct; violation

of the Company’s or a Subsidiary’s policies; breach of fiduciary duty; unauthorized disclosure of any trade secret or confidential

information of the Company or a Subsidiary; breach of applicable non-competition, non-solicitation, confidentiality or other restrictive

covenants; or other conduct or activity that is in competition with the business of the Company or a Subsidiary, or otherwise detrimental

to the business, reputation or interests of the Company and/or a Subsidiary; or upon the occurrence of certain events specified in the

applicable Award Agreement (in any such case, whether or not the Grantee is then an Employee or Non-Employee Director). The determination

of whether a Grantee’s conduct, activities or circumstances are described in the immediately preceding sentence shall be made by

the Committee in its discretion, and pending any such determination, the Committee shall have the authority to suspend the exercise,

payment, delivery or settlement of all or any portion of such Grantee’s outstanding Awards pending any investigation of the matter.

18.6 No Rights as

a Shareholder. No Grantee shall have any rights as a shareholder

of the Company with respect to the Shares (other than Restricted Shares) which may be deliverable upon exercise or payment of such Award

until such Grantee has been entered in the Company’s Register of Members as the holder of those Shares. Restricted Shares, whether

held by a Grantee or in escrow by the Company, shall confer on the Grantee all rights of a shareholder of the Company (or, in the event

the shares are held in escrow by the Company, equivalent rights of a shareholder of a Company), except as otherwise provided in the Plan

or Award Agreement. At the time of a grant of Restricted Shares, the Committee may require the payment of cash dividends thereon to be

deferred and, if the Committee so determines, reinvested in additional Restricted Shares. Share dividends and deferred cash dividends

issued with respect to Restricted Shares shall be subject to the same restrictions and other terms as apply to the Restricted Shares

with respect to which such dividends are issued. The Committee may in its discretion provide for payment of interest on deferred cash

dividends.

18.7 Nature of Payments.

Unless otherwise specified in the Award Agreement, Awards shall be special incentive payments to the Grantee and shall not be taken into

account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death or

other benefit under (a) any pension, retirement, profit sharing, bonus, insurance or other employee benefit plan of the Company

or any Subsidiary, except as such plan shall otherwise expressly provide, or (b) any agreement between (i) the Company or any

Subsidiary and (ii) the Grantee, except as such agreement shall otherwise expressly provide.

18.8 Non-Exclusivity

of Plan. Neither the adoption of the Plan by the Board

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

Board to adopt such other compensatory arrangements for employees or Non-Employee Directors as it may deem desirable.

18.9 Governing Law.

The Plan is governed by and construed in accordance with, the laws of the Cayman Islands. The courts of the Cayman Islands and the courts

of appeal from them shall have non-exclusive jurisdiction to determine any disputes which may arise out of or in connection with this

Plan, accordingly, any legal action or proceedings arising out of or in connection with this Plan may be brought in those courts, but

without prejudice to the right of the Company or any Grantee to bring proceedings in any other appropriate jurisdiction.

18.10 Unfunded Status

of Awards; Creation of Trusts. The Plan is intended to

constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Grantee

pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give any such Grantee any rights that are greater than

those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other

arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares or other property pursuant to any Award which

trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines.

18.11 Affiliation.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate

any Grantee’s employment or consulting contract at any time, nor confer upon any Grantee the right to continue in the employ of

or as an officer of or as a consultant to or Non-Employee Director of the Company or any Subsidiary.

18.12 Participation.

No employee or officer shall have the right to be selected to receive an Award under this Plan or, having been so selected, to be selected

to receive a future Award.

18.13 Construction.

The following rules of construction will apply to the Plan: (a) the word “or” is disjunctive but not necessarily exclusive,

(b) ”including” (and with correlative meaning “include”) means including without limiting the generality

of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”,

and (c) words in the singular include the plural, words in the plural include the singular, and words in the neuter gender include

the masculine and feminine genders and words in the masculine or feminine gender include the other neuter genders.

18.14 Headings.

The headings of articles and sections are included solely for convenience of reference, and if there is any conflict between such headings

and the text of this Plan, the text shall control.

18.15 Obligations.

Unless otherwise specified in the Award Agreement, the obligation to deliver, pay or transfer any amount of money or other property pursuant

to Awards under this Plan shall be the sole obligation of a Grantee’s employer; provided that the obligation to deliver or transfer

any Shares pursuant to Awards under this Plan shall be the sole obligation of the Company.

18.16 No Right to

Continue as Director. Nothing in the Plan or any Award

Agreement shall confer upon any Non-Employee Director the right to continue to serve as a director of the Company.

18.17 Shareholder

Approval. All Incentive Share Options granted on or after

the Effective Date and prior to the date the Company’s shareholders approve the Plan are expressly conditioned upon and subject

to approval of the Plan by the Company’s shareholders.

18.18 Forfeiture

of Shares. Any forfeiture of Shares described in this Plan

will take effect as a surrender for no consideration of such Shares as a matter of Cayman Islands law.

18.19 Share Issuances.

The allotment and issuance of Shares, including Shares which may be deliverable upon exercise or payment of such Award, pursuant to the

terms of this Plan and any Award Agreement shall be subject to the Amended and Restated Memorandum and Articles of Association of the

Company, as may be amended from time to time. Notwithstanding any other provisions of this Plan or any Award Agreement, (a) in no circumstances

shall Shares be issued for consideration less than the par value of such Shares; and (b) the Company shall not be required to issue any

Shares that would cause it to exceed its authorised share capital. Shares shall not in fact be allotted and issued (or repurchased or

forfeited) until the time at which the Grantee’s name (and number of Shares to be allotted and issued) is entered on the Company’s

Register of Members (or the existing entry is updated to reflect the repurchase or forfeiture) (the register being prima facie evidence

of legal title to Shares).

18.20

No Dividends on Unvested Awards. Notwithstanding anything

in this Plan to the contrary, in no event shall the Board or the Committee approve the payment of any dividend by the Company on unvested

Awards.

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