Exhibit 10.1
ANTELOPE
ENTERPRISE HOLDINGS LTD.
2024
INCENTIVE AWARD PLAN
ARTICLE
1
PURPOSE
The
Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in
the Plan are defined in ARTICLE 11.
ARTICLE
2
ELIGIBILITY
Service
Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
ARTICLE
3
ADMINISTRATION
AND DELEGATION
3.1
Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers
receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator
also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and
to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects
and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer
the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding
on all persons having or claiming any interest in the Plan or any Award. The Administrator may institute and determine the terms and
conditions of an Exchange Program.
3.2
Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan
to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself
any previously delegated authority at any time.
ARTICLE
4
STOCK
AVAILABLE FOR AWARDS
4.1
Number of Shares. Subject to adjustment under Article 7 and the terms of this Article 4, Awards may be made under the Plan covering
up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open
market or treasury Shares.
4.2
Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered to an Exchange
Program, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company
acquiring Shares at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for
such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again
be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by
a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation
(including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will, as applicable,
become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding
Awards shall not count against the Overall Share Limit.
4.3 Substitute
Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an
entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based
awards granted before such merger or consolidation by such entity or its affiliate in accordance with Applicable Laws. Substitute
Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan.
Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the
Shares available for Awards under the Plan as provided above). Additionally, in the event that a company acquired by the Company or
any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by
shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation
ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common Class A
ordinary share or shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall
not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares
available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the
date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and
shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
4.4
Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish
compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to
time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the
exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from
time to time. The Administrator may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances,
as the Administrator may determine in its discretion, provided that the non-employee Director receiving such additional compensation
may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee
Directors.
ARTICLE
5
SHARE OPTIONS
AND SHARE APPRECIATION RIGHTS
5.1
General. The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations
in the Plan. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise
price of each Option and Share Appreciation Right and the conditions and limitations applicable to the exercise of each Option
and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise
the Share Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Share Appreciation
Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the
exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation
Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at
such Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.
5.2
Exercise Price. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price
and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not
be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.
5.3
Duration. Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement,
provided that, unless otherwise determined by the Administrator in accordance with Applicable Laws, the term of an Option or Share Appreciation
Right will not exceed ten years. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Share
Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions
of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or
any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Share
Appreciation Right issued to the Participant shall terminate immediately upon such violation unless the Company otherwise determines.
5.4
Exercise. Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise,
in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share
Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which
the Award is exercised and (ii) as specified in Section 9.6 for any applicable taxes. Unless the Administrator otherwise determines,
an Option or Share Appreciation Right may not be exercised for a fraction of a Share.
5.5
Payment Upon Exercise. Subject to Section 10.7, any Company insider trading policy (including blackout periods) and Applicable
Laws, the exercise price of an Option must be paid by:
(a)
cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit
the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;
(b)
if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically
to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver
promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy
of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check
sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;
(c)
to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant
valued at their Fair Market Value;
(d)
to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair
Market Value on the exercise date;
(e)
to the extent permitted by the Administrator, delivery of any other property that the Administrator determines is good and valuable consideration;
or
(f)
to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.
ARTICLE
6
RESTRICTED
SHARE; RESTRICTED SHARE UNITS
6.1
General. The Administrator may grant Restricted Share, or the right to purchase Restricted Share, to any Service
Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula
price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement
are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In
addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture
conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine
and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award,
subject to the conditions and limitations contained in the Plan.
6.2
Restricted Share.
(a)
Dividends. Participants holding Restricted Share will be entitled to all ordinary cash dividends paid with respect to such
Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise,
if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to shareholders of property other than
an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability
as the shares of Restricted Share with respect to which they were paid.
(b)
Share Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any share
certificates issued in respect of Restricted Share, together with a share transfer instrument endorsed in blank.
6.3
Restricted Share Units.
(a)
Settlement. The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably
practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s
election.
(b)
Shareholder Rights. A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted
Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.
(c)
Dividend Equivalents. If the Administrator provides, a grant of Restricted Share Units may provide a Participant with the
right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled
in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Share Units with
respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.
ARTICLE
7
OTHER
SHARE OR CASH BASED AWARDS
Other
Share or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered
in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria
or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share or Cash Based Awards will
also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation
to which a Participant is otherwise entitled. Other Share or Cash Based Awards may be paid in Shares, cash or other property,
as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of
each Other Share or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria),
transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
ARTICLE
8
ADJUSTMENTS
FOR CHANGES IN SHARES
AND
CERTAIN OTHER EVENTS
8.1
Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article 8,
the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may
include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant
price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under
this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator
will determine whether an adjustment is equitable.
8.2
Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities,
or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution,
or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares
or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Shares or other securities of
the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or
its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions
as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except
that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after
such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following
actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the
benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued
under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:
(a)
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the
amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise
or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less
than zero, then the Award may be terminated without payment;
(b)
To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the provisions of such Award;
(c)
To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted
for by awards covering the share of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;
(d)
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect
to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article4 hereof on the
maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price),
and the criteria included in, outstanding Awards;
(e)
To replace such Award with other rights or property selected by the Administrator; and/or
(f)
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.
8.3
Administrative Stand Still. In the event of any pending share dividend, share split, combination or exchange of
shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any
other extraordinary transaction or change affecting the Shares or the price of Shares, including any Equity Restructuring or any securities
offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award
for up to sixty days before or after such transaction.
8.4
General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have
any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares
of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided
with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the
Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding,
the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements
and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger,
consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including
securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may
treat Participants and Awards (or portions thereof) differently under this Article 8.
ARTICLE
9
GENERAL
PROVISIONS APPLICABLE TO AWARDS
9.1
Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise, Awards may not be sold,
assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent
and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the
Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include
references to a Participant’s authorized transferee that the Administrator specifically approves.
9.2
Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines.
Each Award may contain terms and conditions in addition to those set forth in the Plan.
9.3
Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award.
The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions
thereof) uniformly.
9.4
Termination of Service; Change in Status. The Administrator will determine, in its sole discretion, the effect of all matters
and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether
a Termination of Service resulted from a discharge for Cause and all questions of whether a particular leave of absence constitutes a
Termination of Service or any other change or purported change in a Participant’s Service Provider status affects an Award and
the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian
or Designated Beneficiary may exercise rights under the Award, if applicable.
9.5
Behaviour of Service Provider. The Administrator will determine, in its sole discretion, the effect of (and any questions relating
to) (i) any disciplinary proceedings (or equivalent) underway against a Participant, (ii) the investigation by the Company, its parent
or any Subsidiary into the Participant’s conduct, or (iii) the suspension of the Participant as a Service Provider, and all questions
as to whether any such behaviour or circumstances affects an Award and the extent to which the Participant may exercise rights under
the Award (if at all) or whether it will refuse to permit the exercise of any Award (and for what period).
9.6
Withholding. Each Participant must pay the
Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with
such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy
such tax obligations based on the applicable withholding rates (or such other rate as may be determined by the Company after considering
any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.7 and any Company
insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately
available funds, by check made payable to the order of the Company, provided that the Company may limit the use of one of the foregoing
payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or
in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market Value,
(iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines,
(A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker
acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the
Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly
to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time
as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms
approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence
by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the
time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such
purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale
to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s
authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this
sentence.
9.7
Amendment of Award; Repricing. The Administrator
may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type or changing
the exercise or settlement date. The Participant’s consent to such action will be required unless (i) the action, taking into account
any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted
under Article 8.
9.8
Conditions on Delivery of Share.
The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under
the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company,
all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws
and share exchange or share market rules and regulations, and (iii) the Participant has executed and delivered to the Company
such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s
inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful
issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such
requisite authority has not been obtained.
9.9
Acceleration. The Administrator may at any
time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions,
or otherwise fully or partially realizable.
ARTICLE
10
MISCELLANEOUS
10.1
No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award
will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability
or claim under the Plan or any Award, except as expressly provided in an Award Agreement. The establishment and participation in this
Plan (or any action which arises in respect of this Plan) shall in no circumstances whatsoever cause the British Virgin Islands Labour
Code 2010 to apply to the employment or engagement of a Participant.
10.2
No Rights as Shareholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any
rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares.
Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company
will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such
Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator). The Company
may place legends on share certificates issued under the Plan that the Administrator deems necessary or appropriate to comply
with Applicable Laws.
10.3
Effective Date and Term of Plan. The Plan will become effective on the Effective Date and, unless earlier terminated by the Board,
will remain in effect until the earlier of (i) the earliest date as of which all Awards granted under the Plan have been satisfied in
full or terminated and no Shares approved for issuance under the Plan remain available to be granted under new Awards or (ii) March 26,
2034, but Awards previously granted may extend beyond that date in accordance with the Plan.
10.4
Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than
an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without
the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination.
Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement,
as in effect before such suspension or termination. The Board will obtain shareholder approval of any Plan amendment to the extent
necessary to comply with Applicable Laws.
10.5
Provisions for Foreign Participants. The Administrator may modify Awards or establish subplans or procedures under the Plan to
address differences in laws, rules, regulations or customs of various jurisdictions with respect to tax, securities, currency, employee
benefit or other matters.
10.6
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other
employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any
other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not
be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator,
director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director,
officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating
to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including
any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan
unless arising from such person’s own fraud or bad faith.
10.7
Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering
the offering of any Company securities on a public share exchange, prohibit Participants from, directly or indirectly, selling
or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective
date of a Company registration, or such longer period as determined by the underwriter.
10.8
Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries
and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company
and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name,
address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s);
any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and
Awards (the “Data”). The source of the Data held by the Company is either the Participant, or the Company’s
parent or its Subsidiaries and affiliates, as applicable. The Company and its Subsidiaries and affiliates may transfer the Data amongst
themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its
Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and
management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may
have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes
such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage
the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the
Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary
to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data
that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding
such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this
Section 10.8 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s
ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if
the Participant refuses or withdraws the consents in this Section 10.8. For more information on the consequences of refusing or withdrawing
consent, or to make any inquiry or complaint in respect of the Data held by the Company in respect of the Plan, Participants may contact their local human resources representative.
10.9
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid
provisions had been excluded, and the illegal or invalid action will be null and void.
10.10
Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a
Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified
in such Award Agreement or other written document that a specific provision of the Plan will not apply.
10.11
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the British Virgin Islands.
10.12
Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or
constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject
to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (as set forth in such claw-back
policy or the Award Agreement).
10.13
Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the
Plan’s text, rather than such titles or headings, will control.
10.14
Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with
Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with
Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform
to Applicable Laws.
10.15
Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under
any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except
as expressly provided in writing in such other plan or an agreement thereunder.
10.16
Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed
by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.6:
(a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter
as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive
an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting
an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to
any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company
will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under
no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy
the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee
an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
ARTICLE
11
DEFINITIONS
As
used in the Plan, the following words and phrases will have the following meanings:
11.1
“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under
the Plan have been delegated to such Committee.
11.2
“Applicable Laws” means the requirements relating to the administration of equity incentive plans under. federal
and state securities, tax and other applicable laws, rules and regulations applicable to the Company and the jurisdiction where Participants
reside, the applicable rules of any share exchange or quotation system on which the Shares are listed or quoted and the applicable
laws and rules of any country or other jurisdiction where Awards are granted.
11.3
“Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights,
Restricted Share, Restricted Share Units or Other Share or Cash Based Awards.
11.4
“Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such
terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
11.5
“Board” means the Board of Directors of the Company.
11.6
“Cause” means (i) if a Participant is a party to a written employment, severance or consulting agreement with
the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant
Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) willful
failure to substantially perform Participant’s duties (other than any such failure resulting from Participant’s incapacity
due to physical or mental illness), after written notice of such performance has been given to Participant; (B) use of illegal drugs
by Participant; (C) commission of a felony, a crime of moral turpitude or a misdemeanor involving fraud or dishonesty (for avoidance
of doubt, a single driving while intoxicated (or other similar charge) shall not be considered a felony or crime of moral turpitude);
(D) the perpetration of any act of fraud or material dishonesty against or affecting the Company, any of its affiliates, or any customer,
agent or employee thereof; (E) material breach of fiduciary duty or material breach of Participant’s obligations under a written
agreement between the Company and Participant, including without limitation, such a breach of this Agreement; (F) repeated insolent or
abusive conduct in the workplace, including but not limited to, harassment of others of a racial or sexual nature after notice of such
behavior; (G) taking any action which is intended to harm or disparage the Company, holdings, their affiliates, or their reputations,
or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Company or its affiliates; or (H) engaging
in any act of material self-dealing without prior notice to and consent by the Board.
11.7
“Change in Control” means and includes each of the following:
(a)
A transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed
with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and
(ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms
are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan
maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly
controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50 % of the total combined voting
power of the Company’s securities outstanding immediately after such acquisition; or
(b)
During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any
new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction
described in subsections (a) or (c) whose election by the Board or nomination for election by the Company’s shareholders was approved
by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period
or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof; or
(c)
The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more
intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or
substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition
of assets or share of another entity, in each case other than a transaction:
(i)
which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets
or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities
immediately after the transaction, and
(ii)
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor
Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning
50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to
the consummation of the transaction.
The
Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change
in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters
relating thereto.
11.8
“Code” means the Internal Revenue Code of 1986 of the United States of America, as amended, and the regulations
issued thereunder.
11.9
“Committee” means one or more committees or subcommittees of the Board, which may include one or more Company
directors or executive officers, to the extent Applicable Laws permit.
11.10
“Company” means Antelope Enterprise Holdings Limited., a British Virgin Islands company with company number
1542549, or any successor.
11.11
“Consultant” means any person, including any adviser, engaged by the Company or its parent or Subsidiary to
render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not
in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain
a market for the Company’s securities; and (iii) is a natural person.
11.12
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the
Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated.
Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
11.13
“Director” means a Board member.
11.14
“Dividend Equivalents”
means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.
11.15
“Effective Date” means
March 26, 2024.
11.16
“Employee” means any employee
of the Company or its Subsidiaries.
11.17
“Equity Restructuring”
means a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, share split, spin-off or recapitalization
through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price
of Class A ordinary shares (or other Company securities) and causes a change in the per share value of the Class A ordinary shares
underlying outstanding Awards.
11.18
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
11.19
“Exchange Program” shall
mean a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have
higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Holders would have the opportunity
to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the
exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange
Program in its sole discretion.
11.20
“Fair Market Value” means,
as of any date, the value of Class A ordinary shares determined as follows: (i) if the Class A ordinary shares is listed
on any established share exchange, its Fair Market Value will be the closing sales price for such Class A ordinary shares
as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred,
as reported a source the Administrator deems reliable; (ii) if the Class A ordinary shares is not traded on a share exchange
but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date,
then on the last date preceding such date during which a sale occurred, as reported in a source the Administrator deems reliable; or
(iii) in any case the Administrator may determine the Fair Market Value in its discretion.
11.21
“Option” means an option
to purchase Shares.
11.22
“Other Share or Cash Based Awards”
means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or
other property.
11.23
“Overall Share Limit”
means 1,000,506 Class A ordinary shares, no par value.
11.24
“Participant” means a
Service Provider who has been granted an Award.
11.25
“Performance Criteria”
mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period
in the Administrator’s sole discretion.
11.26
“Plan” means this 2024
Incentive Award Plan.
11.27
“Restricted Share”
means Shares awarded to a Participant under Article 6 subject to certain vesting conditions and other restrictions.
11.28
“Restricted Share Unit”
means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration
determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
11.29
“Securities Act” means
the Securities Act of 1933 of the United States of America, as amended.
11.30
“Service Provider” means
an Employee, Consultant or Director.
11.31
“Shares” means the Class
A ordinary shares, no par value, of the Company.
11.32
“Share Appreciation Right”
means a share appreciation right granted under Article 5.
11.33
“Subsidiary” means any
entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of
the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests
representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in
such chain.
11.34
“Substitute Awards” shall
mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted,
or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the
Company or any Subsidiary combines.
11.35
“Termination of Service”
means the date the Participant ceases to be a Service Provider.
*
* * * *
