Exhibit 10.7

CENNTRO ELECTRIC GROUP LIMITED

AMENDED AND RESTATED 2016 INCENTIVE STOCK OPTION PLAN

This CENNTRO ELECTRIC GROUP LIMITED AMENDED AND RESTATED 2016 INCENTIVE STOCK OPTION PLAN (the “Plan”) is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company.  These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a proprietary interest in the growth and performance of the Company.

The Plan was first duly adopted and approved by the Board of Directors of Cenntro Automotive Group Limited, a Cayman Islands company limited by shares (“CAG”), and a majority of its shareholders on February 10, 2016 and was subsequently amended by the Board of Directors of CAG on April 17, 2018.  On December 30, 2021, CAG completed a corporate transaction pursuant to which the Plan, the individual Grant Agreements thereunder and the Options outstanding on the date of such corporate transaction were assumed by the Company and the Plan was amended and restated in connection with such corporate transaction, in each case subject to adjustment in connection with, or as a result of, such corporate transaction (the “Transaction”).

1. Definitions.

(a) “Board” – The Board of Directors of the Company.

(b) “Code” – The Internal Revenue Code of 1986, as amended from time to time.

(c) “Committee” – The Compensation Committee of the Company’s Board, or such other committee of the Board that is designated by the Board to administer the Plan, composed of not less than two (2) members of the Board all of whom are disinterested persons, as contemplated by Rule 16b-3 (“Rule 16b-3”) promulgated under the Exchange Act.

(d) “Company” – Cenntro Electric Group Limited (ACN 619 054 938), an Australian company, and its subsidiaries, including subsidiaries of subsidiaries.

(e) “Exchange Act” – The Securities Exchange Act of 1934, as amended from time to time.

(f) “Fair Market Value” – The fair market value of the Company’s issued and outstanding Share as determined in good faith by the Board or Committee.

(g) “Grant” – The grant of any form of stock option, share award, or share purchase offer, whether granted singly, in combination or in tandem, to a Participant pursuant to such terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

(h) “Grant Agreement” – An agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(i) “Option” – A nonstatutory option to purchase the Company’s Share that is awarded to a Participant under the Plan.  A Participant who receives an award of an Option shall be referred to as an “Optionee.”

(j) “Participant” – A director, officer, employee or consultant of the Company to whom an award has been made under the Plan.

(k) “Restricted Share Purchase Offer” – A Grant of the right to purchase a specified number of Shares pursuant to a written agreement issued under the Plan.

(l) “Securities Act” – The Securities Act of 1933, as amended from time to time.

(m) “Share” – Authorized and issued or unissued ordinary shares of the Company.

(n) “Stock Award” – A grant made under the Plan in shares or denominated in units of shares for which the Participant is not obligated to pay additional consideration.

2. Administration.

The Plan shall be administered by the Board, provided, however, that the Board may delegate such administration to the Committee.  Subject to the provisions of the Plan and to compliance with any applicable laws, rules or regulations, the Board and/or the Committee shall have authority to (a) grant, in its discretion, Options, Share Awards or Restricted Share Purchase Offers; (b) determine in good faith the Fair Market Value of the Shares covered by any Grant; (c) determine which eligible persons shall receive Grants and the number of shares, restrictions, terms and conditions to be included in such Grants; (d) construe and interpret the Plan; (e) promulgate, amend and rescind rules and regulations relating to its administration, and correct defects, omissions and inconsistencies in the Plan or any Grant; (f) consistent with the Plan and with the consent of the Participant, as appropriate, amend any outstanding Grant or amend the exercise date or dates thereof; (g) determine the duration and purpose of leaves of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan or any Grant; and (h) make all other determinations necessary or advisable for the Plan’s administration.  The interpretation and construction by the Board or the Committee of any provisions of the Plan or selection of Participants shall be conclusive and final.  No member of the Board or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Grant made thereunder.

3. Eligibility.

The persons who shall be eligible to receive Grants shall be directors, officers, employees or consultants to the Company.  The term consultant shall mean any person, other than an employee, who is engaged by the Company to render services and is compensated for such services.  An Optionee may hold more than one Option.  Any issuance of a Grant to an officer or director of the Company subsequent to the first registration of any of the securities of the Company under the Exchange Act shall comply with the requirements of Rule 16b-3.

2

4. Shares.

(a) Authorized Shares:  Shares subject to Grants may be unissued Shares.

(b) Number of Shares:  Subject to adjustment as provided in Section 5(i) of the Plan, the total number of Shares which may be purchased or granted directly by Options, Share Awards or Restricted Share Purchase Offers, or purchased indirectly through exercise of Options granted under the Plan, shall not exceed 24,624,157, subject to adjustment in connection with, or as a result of, the Transaction.  If any Grant shall for any reason terminate or expire, any shares allocated thereto but remaining unpurchased upon such expiration or termination shall again be available for Grants with respect thereto under the Plan as though no Grant had previously occurred with respect to such shares.  Any Shares issued pursuant to a Grant and repurchased pursuant to the terms thereof shall be available for future Grants as though not previously covered by a Grant.

(c) Reservation of Shares:  If permitted under applicable laws, rules or regulations, the Company shall reserve and keep available at all times during the term of the Plan such number of shares as shall be sufficient to satisfy the requirements of the Plan.  If, after reasonable efforts, which efforts shall not include the registration of the Plan or Grants under the Securities Act, the Company is unable to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Company for the lawful issuance of shares hereunder, the Company shall be relieved of any liability with respect to its failure to issue and sell the shares for which such requisite authority was so deemed necessary unless and until such authority is obtained.

(d) Application of Funds:  The proceeds received by the Company from the sale of Shares pursuant to the exercise of Options or rights under Share Purchase Agreements will be used for general corporate purposes.

(e) No Obligation to Exercise:  The issuance of a Grant shall impose no obligation upon the Participant to exercise any rights under such Grant.

5. Terms and Conditions of Options.

Options granted hereunder shall be evidenced by agreements between the Company and the respective Optionees, in such form and substance as the Board or Committee shall from time to time approve.  The three forms of a Nonstatutory Stock Option Agreement for employees, for directors and for consultants, attached hereto as Exhibit A-1, Exhibit A-2 and Exhibit A-3, respectively, shall be deemed to be approved by the Board.  Option agreements need not be identical, and in each case may include such provisions as the Board or Committee may determine, but all such agreements shall be subject to and limited by the following terms and conditions:

(a) Number of Shares:  Each Option shall state the number of shares to which it pertains.

3

(b) Exercise Price:  Each Option shall state the exercise price, which shall be no less than 100% of the Fair Market Value as of the date of grant.

For the purposes of this Section 5(b), the Fair Market Value shall be as determined by the Board in good faith, which determination shall be conclusive and binding; provided, however, that, if there is a public market for such Shares, the Fair Market Value per share shall be the average of the bid and asked prices (or the closing price if such shares are listed on the New York Stock Exchange or NASDAQ on the date of grant of the Option or, if listed on another stock exchange, the closing price on such exchange on such date of grant).

(c) Medium and Time of Payment:  The exercise price shall become immediately due upon exercise of the Option and shall be paid in cash or check made payable to the Company. If the Company’s outstanding Shares is registered under Section 12(b) or 12(g) of the Exchange Act at the time the Option is exercised, then the exercise price may also be paid as follows:

(i) in Shares held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes and valued at Fair Market Value on the exercise date, or

(ii) through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions (a) to a Company designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Company by reason of such purchase and (b) to the Company to deliver the certificates for the purchased shares or uncertificated purchased shares directly to such brokerage firm in order to complete the sale transaction.

At the discretion of the Board and subject to compliance with any applicable laws, rules or regulations, exercisable either at the time of Option grant or of Option exercise, the exercise price may also be paid (x) by Optionee’s delivery of a promissory note in form and substance satisfactory to the Company and permissible under relevant securities rules and any applicable laws, rules or regulations and bearing interest at a rate determined by the Board in its sole discretion, but in no event less than the minimum rate of interest required to avoid the imputation of compensation income to the Optionee under the Federal tax laws, or (y) in such other form of consideration permitted by the applicable corporations law as may be acceptable to the Board.

(d) Term and Exercise of Options:  Any Option granted to an employee, consultant or director of the Company shall become exercisable over a period of no longer than ten (10) years.  Unless otherwise specified by the Board or the Committee in the resolution authorizing such Option, the date of grant of an Option shall be deemed to be the date upon which the Board or the Committee authorizes the granting of such Option.  Each Option shall be exercisable to the nearest whole share, in installments or otherwise, as the respective Option agreements may provide.  During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable by the Optionee, and no other person shall acquire any rights therein.  To the extent not exercised, installments (if more than one) shall accumulate, but shall be exercisable, in whole or in part, only during the period for exercise as stated in the Option agreement, whether or not other installments are then exercisable.

4

(e) Termination of Status as Employee, Consultant or Director:  If Optionee’s status as an employee shall terminate for any reason other than Optionee’s disability or death, then Optionee (or, if the Optionee shall die after such termination but prior to exercise, Optionee’s personal representative or the person entitled to succeed to the Option) shall have the right to exercise the portions of any of Optionee’s Options which were exercisable as of the date of such termination, in whole or in part, not less than thirty (30) days nor more than three (3) months after such termination (or, in the event of “termination for good cause,” as that term is defined in applicable case law related thereto, or by the terms of the Plan or the Option Agreement or an employment agreement, the Option shall automatically terminate as of the termination of employment as to all shares covered by the Option).

With respect to Options granted to employees, directors or consultants, the Board may specify such period for exercise, not less than thirty (30) days after such termination (except that, in the case of “termination for cause” or removal of a director, the Option shall automatically terminate as of the termination of employment or services, as to shares covered by the Option, following termination of employment or services, as the Board deems reasonable and appropriate).  The Option may be exercised only with respect to installments that the Optionee could have exercised at the date of termination of employment or services.  Nothing contained herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the Company to terminate the employment or services of an Optionee with or without cause.

(f) Disability of Optionee:  If an Optionee is disabled (within the meaning of Section 22(e)(3) of the Code) at the time of termination, the three (3) month period set forth in Section 5(e) shall be a period, as determined by the Board and set forth in the Option, of not less than six (6) months or more than one (1) year after such termination.

(g) Death of Optionee:  If an Optionee dies while employed by, engaged as a consultant to, or serving as a Director of the Company, the portion of such Optionee’s Option which was exercisable at the date of death may be exercised, in whole or in part, by the estate of the decedent or by a person succeeding to the right to exercise such Option at any time within (i) a period, as determined by the Board and set forth in the Option, of not less than six (6) months or more than one (1) year after Optionee’s death, which period shall not be more, in the case of an Option, than the period for exercise following termination of employment or services, or (ii) during the remaining term of the Option, whichever is the lesser.  The Option may be so exercised only with respect to installments exercisable at the time of Optionee’s death and not previously exercised by the Optionee.

5

(h) Nontransferability of Option:  No Option shall be transferable by the Optionee, except by will or by the laws of descent and distribution.

(i) Recapitalization:  Subject to any required action of shareholders, the number of Shares covered by each outstanding Option, and the exercise price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of the Company resulting from a share split, share dividend, combination, subdivision or reclassification of shares, or the payment of a share dividend, or any other increase or decrease in the number of such shares affected without receipt of consideration by the Company; provided, however, that the conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration” by the Company.

In the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving entity, or a sale of all or substantially all of the assets or capital shares of the Company (collectively, a “Reorganization”), unless otherwise provided by the Board, this Option shall terminate immediately prior to such date as is determined by the Board, which date shall be no later than the consummation of such Reorganization.  In such event, if the entity which shall be the surviving entity does not tender to Optionee an offer, for which it has no obligation to do so, to substitute for any unexercised Option a stock option or capital shares of such surviving entity, as applicable, which on an equitable basis shall provide the Optionee with substantially the same economic benefit as such unexercised Option, then the Board may grant to such Optionee, in its sole and absolute discretion and without obligation, the right, for a period commencing thirty (30) days prior to and ending immediately prior to the date determined by the Board pursuant hereto for termination of the Option or during the remaining term of the Option, whichever is the lesser, to exercise any unexpired Option or Options without regard to the installment provisions of Section 5(d) of the Plan; provided that any such right granted shall be granted to all Optionees not receiving an offer to receive substitute options on a consistent basis, and provided, further, that any such exercise shall be subject to the consummation of such Reorganization.

Subject to any required action of shareholders, if the Company shall be the surviving entity in any merger or consolidation, each outstanding Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the shares subject to the Option would have been entitled by reason of such merger or consolidation.

In the event of a change in the Shares as presently constituted, which is limited to a change of all of its authorized shares without par value into the same number of shares with a par value, the shares resulting from any such change shall be deemed to be the Shares within the meaning of the Plan.

To the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided in this Section 5(i), the Optionee shall have no rights by reason of any subdivision or consolidation of shares of any class or the payment of any share dividend or any other increase or decrease in the number of shares of any class, and the number or price of Shares subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation, merger, consolidation or sale of assets or capital shares, or any issue by the Company of shares of any class or securities convertible into shares of any class.

6

The Grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make any adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge, consolidate, dissolve, or liquidate or to sell or transfer all or any part of its business or assets.

(j) Rights as a Shareholder:  An Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until the effective date of the issuance of the shares following exercise of such Option by Optionee.  No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such share certificate is issued, except as expressly provided in Section 5(i) hereof.

(k) Modification, Acceleration, Extension, and Renewal of Options:  Subject to the terms and conditions and within the limitations of the Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised, and may extend or renew outstanding Options granted under the Plan or accept the surrender of outstanding Options (to the extent not theretofore exercised) and authorize the granting of new Options in substitution for such Options.  Notwithstanding the provisions of this Section 5(k), however, no modification of an Option shall, without the consent of the Optionee, alter to the Optionee’s detriment or impair any rights or obligations under any Option theretofore granted under the Plan.

(l) Exercise Before Exercise Date:  At the discretion of the Board, the Option may, but need not, include a provision whereby the Optionee may elect to exercise all or any portion of the Option prior to the stated exercise date of the Option or any installment thereof.  Any shares so purchased prior to the stated exercise date shall be subject to repurchase by the Company upon termination of Optionee’s employment as contemplated by Section 5(n) hereof prior to the exercise date stated in the Option and such other restrictions and conditions as the Board or Committee may deem advisable.

7

(m) Other Provisions: The Option agreements authorized under the Plan shall contain such other provisions, including, without limitation, restrictions upon the exercise of the Options, as the Board or the Committee shall deem advisable.  Shares shall not be issued pursuant to the exercise of an Option if the exercise of such Option or the issuance of shares thereunder would violate, in the opinion of legal counsel for the Company, the provisions of any applicable law or the rules or regulations of any applicable domestic or foreign governmental or administrative agency or body, such as the Code, the Securities Act, the Exchange Act, and the rules promulgated under the foregoing or the rules and regulations of any exchange upon which the shares of the Company are listed.  Without limiting the generality of the foregoing, the exercise of each Option shall be subject to the condition that, if at any time the Company shall determine that (i) the satisfaction of withholding tax or other similar liabilities, or (ii) the listing, registration or qualification of any shares covered by such exercise upon any securities exchange or under any state or federal law, or (iii) the consent or approval of any regulatory body, or (iv) the perfection of any exemption from any such withholding, listing, registration, qualification, consent or approval is necessary or desirable in connection with such exercise or the issuance of shares thereunder, then in any such event, such exercise shall not be effective, unless such withholding, listing registration, qualification, consent, approval or exemption shall have been effected, obtained or perfected free of any conditions not acceptable to the Company.  Notwithstanding anything to the contrary contained herein or in any of the Grant Agreements, for Optionees located outside of the United States, the Company may terminate any Options held by such Participants and pay to such Participants an amount in cash equal to the Fair Market Value of the shares to be issued upon exercise of such Options, less the applicable exercise price and withholding taxes in respect of such Options.

(n) Repurchase Agreement:  Prior to an underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, the Board may, in its discretion, require as a condition to the Grant of an Option hereunder, that an Optionee execute an agreement with the Company, in form and substance satisfactory to the Board in its discretion (“Repurchase Agreement”); provided that such requirement shall not apply following the Transaction, (i) restricting the Optionee’s right to transfer shares purchased under such Option without first offering such shares to the Company or another shareholder of the Company upon the same terms and conditions as provided therein; and (ii) providing that, upon termination of Optionee’s employment with the Company for any reason, the Company (or another shareholder of the Company, as provided in the Repurchase Agreement) shall have the right at its discretion (or the discretion of such other shareholders) to purchase and/or redeem all such shares owned by the Optionee on the date of termination of his or her employment at a price equal to: (A) the fair value of such shares as of such date of termination; or (B) if such repurchase right lapses at 20% of the number of shares per year, the original purchase price of such shares; provided that, in the case of Options or Share Awards granted to officers, directors, consultants or affiliates of the Company, such repurchase provisions may be subject to additional or greater restrictions as determined by the Board or Committee.

6. Share Awards and Restricted Share Purchase Offers.

(a) Types of Grants.

(i) Share Award:  All or part of any Share Award under the Plan may be subject to conditions established by the Board or the Committee, and set forth in the Share Award Agreement, which may include, but are not limited to, continuous service with the Company, achievement of specific business objectives, increases in specified indices, attaining growth rates and other comparable measurements of Company performance.  Such Share Awards may be based on Fair Market Value or other specified valuation.  All Share Awards will be made pursuant to the execution of a Share Award Agreement substantially in the form attached hereto as Exhibit B.

8

(ii) Restricted Share Purchase Offer:  A Grant of a Restricted Share Purchase Offer under the Plan shall be subject to such (a) vesting contingencies related to the Participant’s continued association with the Company for a specified time, and (b) other specified conditions as the Board or Committee shall determine, in their sole discretion, consistent with the provisions of the Plan.  All Restricted Share Purchase Offers shall be made pursuant to a Restricted Share Purchase Offer substantially in the form attached hereto as Exhibit C.

(b) Conditions and Restrictions:  Shares which Participants may receive as a Share Award under a Share Award Agreement or Restricted Share Purchase Offer under a Restricted Share Purchase Offer may include such restrictions as the Board or Committee, as applicable, shall determine, including restrictions on transfer, repurchase rights, right of first refusal, and forfeiture provisions.  Further, with Board or Committee approval, Share Awards or Restricted Share Purchase Offers may be deferred, either in the form of installments or a future lump sum distribution. The Board or Committee may permit selected Participants to elect to defer distributions of Share Awards or Restricted Share Purchase Offers in accordance with procedures established by the Board or Committee to assure that such deferrals comply with applicable requirements of the Code, including, at the choice of Participants, the capability to make further deferrals for distribution after retirement. Any deferred distribution, whether elected by the Participant or specified by the Share Award Agreement, Restricted Share Purchase Offer or by the Board or Committee, may require the payment be forfeited in accordance with the provisions of Section 6(c). Dividends or dividend equivalent rights may be extended to and made part of any Share Award or Restricted Share Purchase Offer denominated in Shares or units of Shares, subject to such terms, conditions and restrictions as the Board or Committee may establish.

(c) Cancellation and Rescission of Grants:  Unless the Share Award Agreement or Restricted Share Purchase Offer specifies otherwise, the Board or Committee, as applicable, may, subject to compliance with any applicable laws, rules or regulations, cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is not in compliance with all other applicable provisions of the Share Award Agreement or Restricted Share Purchase Offer, the Plan and with the following conditions:

9

(i) A Participant shall not render services for any organization or engage directly or indirectly in any business which, in the judgment of the chief executive officer of the Company or other senior officer designated by the Board or Committee, is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company.  For Participants whose employment has terminated, the judgment of the chief executive officer shall be based on the Participant’s position and responsibilities while employed by the Company, the Participant’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers and competitors and such other considerations as are deemed relevant given the applicable facts and circumstances.  A Participant who has retired shall be free, however, to purchase as an investment or otherwise, shares or other securities of such organization or business, so long as they are listed upon a recognized securities exchange or traded over-the-counter and such investment does not represent a substantial investment to the Participant or a greater than ten percent (10%) equity interest in the organization or business.

(ii) A Participant shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use in, other than the Company’s business, any confidential information or material, as defined in the Company’s Proprietary Information and Invention Agreement or similar agreement regarding confidential information and intellectual property, relating to the business of the Company, acquired by the Participant either during or after employment with the Company.

(iii) A Participant, pursuant to the Company’s Proprietary Information and Invention Agreement or similar agreement, shall disclose promptly and assign to the Company all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company, relating in any manner to the actual or anticipated business, research or development work of the Company and shall do anything reasonably necessary to enable the Company to secure a patent where appropriate in the United States and in foreign countries.

(iv) Upon exercise, payment or delivery pursuant to a Grant, the Participant shall certify on a form acceptable to the Committee that he or she is in compliance with the terms and conditions of the Plan.  Failure to comply with all of the provisions of this Section 6(c) prior to, or during the six (6) months after, any exercise, payment or delivery pursuant to a Grant shall cause such exercise, payment or delivery to be rescinded.  The Company shall notify the Participant in writing of any such rescission within two (2) years after such exercise, payment or delivery.  Within ten (10) days after receiving such a notice from the Company, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of the rescinded exercise, payment or delivery pursuant to a Grant.  Such payment shall be made either in cash or by returning to the Company the number of Shares that the Participant received in connection with the rescinded exercise, payment or delivery.

10

(d) Nonassignability:

(i) Except pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii), no Grant or any other benefit under the Plan shall be assignable or transferable to, or payable to or exercisable by, anyone other than the Participant to whom it was granted.

(ii) Where a Participant terminates employment and retains a Grant pursuant to Section 6(e)(ii) in order to assume a position with a governmental, charitable or educational institution, the Board or Committee, in its discretion and to the extent permitted by law, may authorize a third party (including but not limited to the trustee of a “blind” trust), acceptable to the applicable governmental or institutional authorities, the Participant and the Board or Committee, to act on behalf of the Participant with regard to such Grant.

(e) Termination of Employment:  If the employment or service to the Company of a Participant terminates, other than pursuant to any of the following provisions under this Section 6(e), all unexercised, deferred and unpaid Share Awards or Restricted Share Purchase Offers shall be cancelled immediately, unless the Share Award Agreement or Restricted Share Purchase Offer provides otherwise:

(i) Retirement Under a Company Retirement Plan.  When a Participant’s employment terminates as a result of retirement in accordance with the terms of a Company retirement plan, the Board or Committee may permit Share Awards or Restricted Share Purchase Offers to continue in effect beyond the date of retirement in accordance with the applicable Grant Agreement and the exercisability and vesting of any such Grants may be accelerated.

(ii) Rights in the Best Interests of the Company.  When a Participant resigns from the Company and, in the judgment of the Board or Committee, the acceleration and/or continuation of outstanding Share Awards or Restricted Share Purchase Offers would be in the best interests of the Company, the Board or Committee may (i) authorize, where appropriate, the acceleration and/or continuation of all or any part of Grants issued prior to such termination and (ii) permit the exercise, vesting and payment of such Grants for such period as may be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to Section 8 or at such time as the Board or Committee shall deem the continuation of all or any part of the Participant’s Grants are not in the Company’s best interest.

11

(iii) Death or Disability of a Participant.

(1) In the event of a Participant’s death, the Participant’s estate or beneficiaries shall have a period up to the expiration date specified in the Grant Agreement within which to receive or exercise any outstanding Grant held by the Participant under such terms as may be specified in the applicable Grant Agreement.  Rights to any such outstanding Grants shall pass by will or the laws of descent and distribution in the following order: (a) to beneficiaries so designated by the Participant; if none, then (b) to a legal representative of the Participant; if none, then (c) to the persons entitled thereto, as determined by a court of competent jurisdiction.  Grants so passing shall be made at such times and in such manner as if the Participant were living.

(2) In the event a Participant is deemed by the Board or Committee to be unable to perform his or her usual duties by reason of mental disorder or medical condition which does not result from facts which would be grounds for termination for cause, Grants and rights to any such Grants may be paid to or exercised by the Participant, if legally competent, or a committee or other legally designated guardian or representative, if the Participant is legally incompetent by virtue of such disability.

(3) After the death or disability of a Participant, the Board or Committee may in its sole discretion at any time (a) terminate restrictions in Grant Agreements; (b) accelerate any or all installments and rights; and (c) instruct the Company to pay the total of any accelerated payments in a lump sum to the Participant or the Participant’s estate, beneficiaries or representative; notwithstanding that, in the absence of such termination of restrictions or acceleration of payments, any or all of the payments due under the Grant might ultimately have become payable to other beneficiaries.

(4) In the event of uncertainty as to interpretation of or controversies concerning this Section 6, the determinations of the Board or Committee, as applicable, shall be binding and conclusive.

12

7. Investment Intent.

All Grants under the Plan are intended to be exempt from registration under the Securities Act provided by Rule 701 thereunder or, if not available, Section 4(2) of the Securities Act.  Unless and until the granting of Options or sale and issuance of Shares subject to the Plan are registered under the Securities Act or shall be exempt pursuant to the rules promulgated thereunder, each Grant under the Plan shall provide that the purchases or other acquisitions of Shares thereunder shall be for investment purposes and not with a view to, or for resale in connection with, any distribution thereof.  Further, unless the issuance and sale of the Shares have been registered under the Securities Act, each Grant shall provide that no shares shall be purchased upon the exercise of the rights under such Grant unless and until (a) all then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel, and (b) if requested to do so by the Company, the person exercising the rights under the Grant shall (i) give written assurances as to knowledge and experience of such person (or a representative employed by such person) in financial and business matters and the ability of such person (or representative) to evaluate the merits and risks of exercising the Option, and (ii) execute and deliver to the Company a letter of investment intent and/or such other form related to applicable exemptions from registration, all in such form and substance as the Company may require.  If shares are issued upon exercise of any rights under a Grant without registration under the Securities Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment restrictions or representations made upon the exercise of such rights.

8. Amendment, Modification, Suspension or Discontinuance of the Plan.

The Board may, insofar as permitted by law, from time to time, with respect to any shares at the time not subject to outstanding Grants, suspend or terminate the Plan or revise or amend it in any respect whatsoever, except that, without the approval of the shareholders of the Company, no such revision or amendment shall (a) increase the number of shares subject to the Plan, (b) decrease the price at which Grants may be granted, (c) materially increase the benefits to Participants, or (d) change the class of persons eligible to receive Grants under the Plan; provided, however, that no such action shall alter or impair the rights and obligations under any Option, or Share Award, or Restricted Share Purchase Offer outstanding as of the date thereof without the written consent of the Participant thereunder.  No Grant may be issued while the Plan is suspended or after it is terminated, but the rights and obligations under any Grant issued while the Plan is in effect shall not be impaired by suspension or termination of the Plan.

In the event of any change in the outstanding Shares by reason of a share split, share dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the Board or the Committee may adjust proportionally (a) the number of Shares (i) reserved under the Plan, (ii) available for Options and (iii) covered by outstanding Share Awards or Restricted Share Purchase Offers; (b) the Share prices related to outstanding Grants; and (c) the appropriate Fair Market Value and other price determinations for such Grants.  In the event of any other change affecting the Shares or any distribution (other than normal cash dividends) to holders of Shares, such adjustments as may be deemed equitable by the Board or the Committee, including adjustments to avoid fractional shares, shall be made to give proper effect to such event.  In the event of a corporate merger, consolidation, acquisition of property or shares, separation, reorganization or liquidation, the Board or the Committee shall be authorized to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code applies, and other Grants by means of substitution of new Grant Agreements for previously issued Grants or an assumption of previously issued Grants.

13

9. Tax Withholding.

The Company shall have the right to deduct applicable taxes from any Grant payment and withhold, at the time of delivery or exercise of Options, Share Awards and Restricted Share Purchase Offers and vesting of shares under such Grants, an appropriate number of shares for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes.  If Shares are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.

10. Availability of Information.

During the term of the Plan and any additional period during which a Grant granted pursuant to the Plan shall be exercisable, the Company shall make available such financial and other information regarding the Company as is required by applicable law to be furnished in an annual report to the shareholders of the Company.

11. Notice.

Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the chief personnel officer or to the chief executive officer of the Company, and shall become effective when it is received by the office of the chief personnel officer or the chief executive officer.

12. Indemnification of Board.

In addition to such other rights or indemnifications as they may have as directors or otherwise, and to the extent allowed by applicable law, the members of the Board and the Committee shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any claim, action, suit or proceeding, or in connection with any appeal thereof, to which they or any of them may be a party by reason of any action taken, or failure to act, under or in connection with the Plan or any Grant granted thereunder, and against all amounts paid by them in settlement thereof (provided that such settlement is approved in writing and in advance by independent legal counsel selected by the Company); provided that such member acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and the member involved shall promptly notify the Company, in writing, of his or her request for indemnification.

13. Governing Law.

The Plan and all determinations made and actions taken pursuant hereto, shall be governed by the laws of New South Wales, Australia and shall be construed accordingly.

Any action required to be taken under this Plan will be subject to compliance with any applicable laws, rules or regulations.

14. Effective and Termination Dates.

The Plan shall become effective on the date it is approved by the holders of a majority of the Shares then outstanding.  The Plan shall terminate ten (10) years later, subject to earlier termination by the Board pursuant to Section 8.

[SIGNATURE PAGE TO FOLLOW]

14

The foregoing Amended and Restated 2016 Incentive Stock Option Plan was duly adopted and approved by the Board on December 30, 2021.

CENNTRO ELECTRIC GROUP LIMITED, an Australian company
By:	/s/ Peter Z. Wang
	Name:	Peter Z. Wang
	Title:	Chief Executive Officer