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AML3D LIMITED ACN 602 857 983 (Company)

CONCESSIONAL INCENTIVE OPTION PLAN

AML3D LIMITED CONCESSIONAL INCENTIVE OPTION PLAN RULES

The Rules of the Employee Option Plan are set out in this document.

An offer of Options is made in an Offer Letter provided by the Company. This document should be read with that Offer Letter. In this document:

Rule 1 sets out how the Employee Option Plan is administered. Essentially the Board administers the Employee Option Plan and is responsible for the terms of any Offer made.
Rule 2 deals with the mechanics of vesting. An Option must vest before an Optionholder can exercise the Option (exercise of Options is addressed in Rule 5).
Rule 2.3(a) provides that Options must be exercised during the Exercise Period.
Rule 3 addresses what happens if an Optionholder leaves employment or ceases to be engaged by the Company.
Rule 4 addresses the restrictions that can be placed on the Disposal of Options.
Rules 6, 7 and 8 relate to a sale of the Company, a Listing or changes to the capital structure of the Company.

The remainder of the document contains procedural provisions in relation to the Employee Option Plan. Definitions are set out at the end of the document.

1. ADMINISTRATION

1.1 Administration of Employee Option Plan and delegation

(a) The Employee Option Plan is to be administered by the Board.
(b) The Board may delegate some or all of its powers in administering this Employee Option Plan to a sub-committee of the Board.
(c) Subject to these Rules, the Board or any sub-committee appointed to administer this Employee Option Plan shall have the power, in its sole discretion:
(i) to select the persons to participate in the Employee Option Plan (these are referred to as Eligible Persons );
(ii) to determine the terms and conditions of any Offer, including:
- (A) the number of Options the subject of the Offer;
- (B) the purchase price for those Options;
- (C) any trustee or nominee holding arrangements required to be entered into in connection with those Options;
- (D) the vesting, disposal and forfeiture restrictions applying to those Options, and
- (E) the manner in which the Offer may be accepted; and
(iii) to amend any Offer related to any Option;

AML3D Concessional Incentive Option Plan

(iv) to determine appropriate procedures, regulations and guidelines for the administration of the Employee Option Plan; and
(v) to take advice in relation to the exercise of any of its powers or discretions under these Rules.

1.2 Calculations and adjustments

Any calculations or adjustments which are required to be made by the Board or any sub-committee of the Board, in connection with this Employee Option Plan will, in the absence of manifest error, be final and conclusive and binding on all Eligible persons and Optionholders.

1.3 Absolute discretion

Where these Rules provide for a determination, decision, declaration or approval of the Board or any sub-committee of the Board, such determination, decision, declaration or approval may be made or given by the body in its absolute discretion.

1.4 Powers to be exercised by the Board

Any power or discretion which is conferred on the Board by these Rules may be exercised by the Board in the interests, or for the benefit, of the Company and the Board is not under any fiduciary or other obligation to any other person.

2. VESTING OF OPTIONS

2.1 What vesting conditions may be set

(a) An Offer may specify any:
(i) vesting conditions; or
(ii) other vesting events,

which must be satisfied before an Option vests.

(b) The Board may, in its discretion, determine or vary any:
(i) vesting conditions; or
(ii) other vesting events,

in respect of any Option.

(c) If vesting conditions or other vesting events are not specified in an Offer the following vesting conditions apply to any Options offered under the Employee Option Plan:
(i) Options will only vest while the Eligible Person remains employed with a Company Group Member, continues to provide consulting services to a Company Group Member or acts as a director of a Company Group Member (as applicable), and

AML3D Concessional Incentive Option Plan

(ii) Options cease to vest for the duration of any unpaid leave of absence. If the unpaid leave period includes part of a month, no vesting will occur in that month.

2.2 Options only vest if vesting conditions/events satisfied

An Option will only vest on the occurrence or satisfaction of the condition or other vesting events specified in respect of that Option.

2.3 How to exercise an Option

An Optionholder may exercise an Outstanding Option during the Exercise Period, by:

(a) giving to the Company a signed Exercise Notice; and
(b) paying the Exercise Price multiplied by the number of Options being exercised.

3. TREATMENT OF OPTIONS FOR LEAVERS

3.1 Good Leaver

Where an Optionholder becomes a Good Leaver, unless the Board in its sole and absolute discretion determines otherwise:

(a) unvested Options will lapse; and
(b) vested Options that have not been exercised will continue in force and remain exercisable, subject to the satisfaction of any vesting conditions, for a period of 3 months from the date of termination of the employment of the Good Leaver.

3.2 Bad Leaver

Where an Optionholder becomes a Bad Leaver:

(a) unvested Options will lapse; and
(b) subject to the discretion of the Board, vested Options that have not been exercised will lapse on the date of the cessation of employment, engagement or office of such Optionholder.

4. DISPOSAL

4.1 What restrictions can be placed on a sale of Options?

In addition to the restrictions set out in this Employee Option Plan, an Offer may specify restrictions on the Disposal of any Option. For the avoidance of doubt, restrictions on Disposal specified in an Offer do not limit the operation of Rule 4.2.

4.2 Permitted Disposals

Subject to the restriction on Disposal in Rule 4.4, a legal or beneficial interest in an Option may be Disposed of pursuant to:

(a) a transfer by an Optionholder of any of its Options to a nominee or trustee for that person, and any such nominee or trustee may transfer Options to

AML3D Concessional Incentive Option Plan

any other nominee or trustee or to the beneficiary provided that no beneficial interest in the Options passes as a result of the transfer;

(b) a transfer of Options by an Optionholder who is a natural person to the trustee or trustees of a family trust set up for the benefit of that person’s family provided that a person acquiring Options pursuant to this Rule 4.2(b) is not entitled to transfer any Options except for a transfer to the person from whom the transferee acquired the Options;
(c) in the event of the death of an Optionholder, a transfer or transmission of the deceased Optionholder’s Options to the deceased Optionholder’s estate;
(d) a transfer by an Optionholder of any of its Options where such transfer has been consented to in writing by the Board; or
(e) a sale or transfer by an Optionholder of any of its Options where such sale or transfer is otherwise permitted or required by these Rules.

4.3 No Disposal before Exit Event

Unless otherwise consented to by the Board in writing and notwithstanding any other provision in this Employee Option Plan or an Offer, a legal or a beneficial interest in an Option may not be Disposed of until after:

(a) where a Listing occurs, the later of:
(i) the date that is one hundred and eighty (180) days following the Listing; and
(ii) the expiration of any underwriter or ASX Limited imposed lock-up in connection with the Listing; and
(b) in the case of any other Exit Event, the occurrence of that Exit Event.

4.4 Overriding restriction on Disposal in first 3 years

Unless an Optionholder disposes of an Option or an Option Share under an arrangement which meets the requirements in section 83A-130 of the Tax Act, a legal or a beneficial interest in an Option or an Option Share may not be Disposed of until the earlier of:

(a) 3 years after the issue of the Option or such earlier time as the Commissioner of Taxation allows in accordance with section 83A-45(5) of the Tax Act; and
(b) where the Optionholder becomes a Leaver.

AML3D Concessional Incentive Option Plan

5. ISSUE OF ORDINARY SHARES IN RESPECT OF THE EXERCISE OF OUTSTANDING OPTIONS

5.1 Rights attaching to Shares issued to Optionholders on exercise of Outstanding Options

(a) Subject to Rule 5.2(a), if an Optionholder exercises Outstanding Options, the Company must:
(i) issue the number of Ordinary Shares which corresponds with the number of Outstanding Options exercised, free from any Security Interest;
(ii) issue to the Optionholder or a trustee or nominee to hold on bare trust for that Optionholder (if determined by the Board or nominated by the Optionholder) a share certificate for those Ordinary Shares and enter the Optionholder into the Company’s share register; and
(iii) lodge with the Australian Securities & Investments Commission the relevant forms to reflect the issue of the relevant number of Option Shares.
(b) All Option Shares issued on exercise of Options in accordance with this Rule 5 will:
(i) be issued as fully paid;
(ii) be free of any Security Interests; and
(iii) rank equally in all respects with the other Ordinary Shares on issue in the Company as at the date of issue and be subject to the terms of the Constitution and Shareholders Agreement (if any).

5.2 Shareholders Agreement

(a) Despite anything else in this Employee Option Plan, where there is a Shareholders Agreement in place, unless the Board otherwise determines, no Optionholder may receive any Option Shares upon the exercise of Options, unless:
(i) the Optionholder (or any nominee or trustee to whom the Option Shares are to be issued ( Nominee Shareholder )) first executes and delivers to the Company a document (in the form prescribed by the Board) pursuant to which the Optionholder or Nominee Shareholder (as applicable) accedes to, and becomes bound by, the terms of the Shareholders Agreement; or
(ii) the Optionholder or Nominee Shareholder (as applicable) is already a party to the Shareholders Agreement.
(b) If at the time of exercise of an Option the Company does not have a Shareholders Agreement in place, an Optionholder agrees, by serving an Exercise Notice, to enter into (or procure that its Nominee Shareholder enters into) a Shareholders Agreement if the Company subsequently adopts one, provided that such Shareholders Agreement is broadly consistent with the provisions in this Employee Option Plan covering

AML3D Concessional Incentive Option Plan

Disposal and the procedures on an Exit Event. By serving an Exercise Notice on the Company, an Optionholder will be taken to have agreed to this requirement.

(c) At all times that the Company does not have a Shareholders Agreement in place, Rules 3 (Treatment of Options for Leavers), 4 (Disposal), 6.3(a)6.3(h) (Drag along) and 7 (Listings) and related definitions will be deemed to apply to Option Shares (with appropriate modifications such that references to Options will be taken to include references to Option Shares and references to Optionholders will be taken to include references to holders of Option Shares).

6. PROCEDURE ON EXIT EVENT

6.1 What happens if there is a listing or sale of the Company or its business?

On or prior to an Exit Event, the Board may, in its absolute discretion:

(a) where there is a Reconstruction as part of the Exit Event:
(i) provide for the grant of new options in substitution of some or all of the Options on a like for like basis, by the New Holding Entity or any Related Body Corporate of the New Holding Entity;
(ii) arrange for some or all of the Options to be acquired by the New Holding Entity in exchange for their Fair Market Value on the date of completion of the Reconstruction;
(b) buy back or cancel some or all of the Options (whether vested or not) in exchange for their Fair Market Value; or
(c) take the following steps:
(i) notify an Optionholder of the number of Options that will vest as a result of the Exit Event occurring;
(ii) make appropriate arrangements to ensure that such Options and all other Outstanding Options are able to be exercised on or prior to the Exit Date; and
(iii) use reasonable endeavours to ensure that the Option Shares issued at or about the time of an Exit Event are accorded the same rights and receive the same benefits in relation to the Exit Event as pre-existing Ordinary Shares,

or take any combination of the above steps.

6.2 Company may require Options to be exercised or lapse if an Exit Event is to occur

If:

(a) the Company expects an Exit Event to occur; or
(b) an Exit Event not anticipated by the Company does occur,

then the Company may, by notice to all Optionholders, require that all Outstanding Options (including those Options vesting under Rule 6.1(c)) either be exercised:

AML3D Concessional Incentive Option Plan

(c) on or before the Exit Date pertaining to the relevant Exit Event; or
(d) in the case of an unanticipated Exit Event, a date after the Exit Date for that event,

or if they are not exercised to lapse on a date specified by the Board.

6.3 What happens if Majority Shareholders want to sell their shares?

(a) In connection with an Exit Event, on or prior to the Exit Event, the Board must if requested to do so by the Majority Shareholders ( Dragging Shareholders ) issue a notice ( Drag-along Notice ) to the Company and to each Eligible Persons and Optionholder (such Eligible Person and Optionholders each referred to as the Dragged Holder ) stating that they want the Dragged Holder to sell all of its Option Shares to:
(i) a third party buyer in connection with a Share Sale;
(ii) an IPO Entity in connection with a Listing; or
(iii) a New Holding Entity in connection with a Share Sale or Business Sale.
(b) The Drag-along Notice must specify:
(i) the number of Shares which the Dragging Shareholders propose to sell ( Sale Shares ), which must be all of the Shares held by those Dragging Shareholders;
(ii) the name of the proposed buyer of the Sale Shares ( Third Party Buyer ), and the material terms on which the Dragging Shareholders propose to sell the Sale Shares;
(iii) that the Third Party Buyer is either:
- (A) a prospective third party purchaser who has made an offer to purchase the Sale Shares at the price and on the terms set out in the Drag-along Notice;
- (B) an IPO Entity; or
- (C) a New Holding Entity;
(iv) the sale price per Share (which may be cash consideration, scrip consideration or a combination of both cash and scrip); and
(v) that the Dragging Shareholders require the Dragged Holder to sell all of the Dragged Holder’s Option Shares to the Third Party Buyer in accordance with this Rule 6.3(a)-6.3(h).
(c) A Drag-along Notice is irrevocable.
(d) If the Dragging Shareholders serve a Drag-along Notice, then subject to Rule 4.4, a Dragged Holder must as part of the sale of the Sale Shares to the Third Party Buyer, sell all of its Option Shares to the Third Party Buyer on terms which comply with Rules 6.3(f) and 6.3(g) and each Optionholder is deemed to appoint the directors of the Company as its attorney for this purpose (and for the avoidance of doubt, the provisions of the power of

AML3D Concessional Incentive Option Plan

attorney contained in an acceptance of offer signed by the Optionholder or their Eligible Person (as applicable) apply for the purposes of this Rule).

(e) If the Dragged Holder is prevented from Disposing of their Option Shares under Rule 4.4, then this Rule 6.3(a)-(h) (excluding this Rule 6.3(e)) will not apply to the Dragged Holder in respect of those Option Shares.
(f) The sale of the Dragged Holder’s Option Shares to the Third Party Buyer under this Rule 6.3(a)-(h) must be for the same sale price per Share as those applicable to the sale by the Dragging Shareholders of the Sale Shares to the Third Party Buyer.
(g) The Dragging Shareholders must procure that the purchase price payable for the Dragged Holder’s Option Shares is paid on the closing of the purchase and sale, which must take place at the same time as the closing of the sale of the Sale Shares by the Dragging Shareholders to the Third Party Buyer.
(h) Without limiting Rule 6.3(d), at least 7 days before the closing of the purchase and sale of the Dragged Holder’s Option Shares, the Dragged Holder must deliver to the Third Party Buyer:
(i) the share certificates and an executed transfer for the Dragged Holder’s Option Shares; and
(ii) a duly executed notice irrevocably appointing the Third Party Buyer as the Dragged Holder’s proxy in respect of the Dragged Holder’s Option Shares until such time as those Option Shares are registered in the name of the Third Party Buyer.

7. LISTINGS

Each Eligible Person and Optionholder agrees and represents that:

(a) in the event that a Listing is proposed by the Board, it will do all things and provide all assistance as is reasonably required by the Company in connection with the actual or proposed Listing, including, if required by the Company, entering into an underwriting, escrow or offer management agreement or similar agreement on market terms; and
(b) if, as part of the Listing, the Eligible Person’s or Optionholder’s Shares or the shares such person holds in the IPO Entity (as applicable) (together, the Listing Shares ) are subject to the Listing Rules (including, without limitation, if the Eligible Person’s or Optionholder’s Listing Shares are “restricted securities” for the purpose of the Listing Rules), each Eligible Person or Optionholder will hold and deal with its Listing Shares in accordance with the Listing Rules.

8. REORGANISATION EVENT

(a) Subject to this Rule 8, the Employee Option Plan continues to apply in full force and effect despite any Reorganisation Event.
(b) If any Reorganisation Event occurs before all Options capable of vesting in favour of the Optionholder have vested in favour of that Optionholder, the Company will procure that the terms of the Employee Option Plan are varied in such a way as determined by the Board in its absolute

AML3D Concessional Incentive Option Plan

discretion, which neither disadvantages nor advantages that Optionholder nor adversely effects the rights of the other holders of Shares, to account for the effect of the Reorganisation Event.

9. NO EFFECT

9.1 Employee Option Plan does not impact on employment relationship

(a) This Employee Option Plan does not form any part of any contract of employment, consultancy or directorship between a Company Group Member and an Eligible Person.
(b) Nothing in this Employee Option Plan:
(i) confers on an Eligible Person any right to continue as an employee, contractor or director of a Company Group Member;
(ii) affects the rights which a Company Group Member or any other person may have to terminate the employment, consultancy or office of an Eligible Person; or
(iii) may be used to increase any compensation or damages in any action brought against a Company Group Member or any other person in connection with the termination of employment or consultancy or removal from office of an Eligible Person.

9.2 Option does not give the right to new issues of shares, to vote as a Shareholder

(a) An Offer will be in respect of a single grant of Options and does not entitle an Eligible Person to participate in any subsequent grants.
(b) An Option does not confer on an Eligible Person or an Optionholder:
(i) any voting rights in respect of Shares or in respect of any other equity securities of the Company;
(ii) the right to participate in new issues of Shares or other equity securities of the Company;
(iii) the right to attend or vote at any general meeting or other meeting of holders of any Shares or other equity securities of the Company;
(iv) the right to receive any dividends or other distributions or to receive or otherwise participate in any returns of capital from the Company; or
(v) the right to participate in a liquidation or winding up of the Company.

10. GENERAL

(a) The Company is not responsible for any duties or taxes which may become payable by the Optionholder or their Eligible Person in

AML3D Concessional Incentive Option Plan

connection with the issue of Options or any other dealing with the Options or in relation to the Option Shares.

(b) Subject to Rule 1, the Employee Option Plan and these Rules may be amended from time to time by resolution of the Board subject to the requirements from time to time of the Corporations Act. Any such amendment however, must not adversely affect the rights of Eligible Persons or Optionholders in respect of Options granted prior to such amendment without the consent of those Eligible Persons and Optionholders (as applicable), unless such amendment is required by, or necessitated by, law.
(c) Each Eligible Person and Optionholder agrees that it will complete and return to the Company such other documents as may be required by law to be completed by the Eligible Person or Optionholder from time to time in respect of the transactions contemplated by the Employee Option Plan, or such other documents which the Company reasonably considers should, for legal, taxation or administrative reasons, be completed by the Eligible Person or Optionholder in respect of the transactions contemplated by the Employee Option Plan.
(d) The Company may, in its sole discretion:
(i) make Offers to Eligible Persons who reside outside of Australia; and
(ii) make regulations for the operation of the Employee Option Plan which are not inconsistent with these Rules to apply to Eligible Persons who reside outside of Australia.
(e) Any notice regarding the Options will be sent to the registered address of the referable Optionholder as recorded in the register of Optionholders maintained by the Company.
(f) This Employee Option Plan is governed by and shall be construed in accordance with the laws of the state where the Company is incorporated.

11. DEFINITIONS AND INTERPRETATION

11.1 Definitions

The meanings of the terms used in these Rules are set out below.

Term Meaning

Bad Leaver an Optionholder who ceases to be an Eligible Person and:

1 does not meet the Good Leaver criteria; or
2 establishes, or becomes employed by, an entity or business that is in direct competition with the Company or Company Group member in which the Optionholder was formerly employed.

AML3D Concessional Incentive Option Plan

	3 meets the Good Leaver criteria but the Board has
	determined in writing that they be treated as a Bad
	Leaver.
Board	the board of directors of the Company.
Business Sale	a sale to a third party purchaser of all (or substantially
	all) of the assets and business undertaking of the
	Company Group (including by way of a sale of shares
	of the Company’s directly or indirectly owned
	Subsidiaries) provided that no sale or transfer
	undertaken to effect a corporate reorganisation of
	any of the Company Group will constitute a Business
	Sale.
Commissioner of Taxation	the office of Commissioner of Taxation created by
	section 4 of the_Taxation Administration Act 1953_(Cth).
Company	AML3D Limited (ACN 602 857 983)
Company Group	the Company and each Subsidiary (if any) from time to
	time.
Company Group Member	any member of the Company Group.
Constitution	the constitution of the Company from time to time.
Corporations Act	the_Corporations Act 2001_(Cth).
Dispose	in relation to a Share or Option:
	1sell, assign, buy-back, redeem, transfer, convey,
	grant an option over, grant or allow a Security
	Interest over;
	2 enter into any swap arrangement, any derivative
	arrangements or other similar arrangement; or
	3 otherwise directly or indirectly dispose of a legal,
	beneficial or economic interest in the Share or
	Option,
	(andDisposalhas a corresponding meaning).
Drag-along Notice	has the meaning provided in Rule 6.3(a).
Eligible Person	any employee, contractor or director (or prospective
	employee, contractor or director) of one or more
	Company Group Members selected by the Board to
	participate in the Employee Option Plan.
Employee Option Plan	the AML3D Limited Concessional Incentive Option Plan
	constituted by these Rules, as amended from time to
	time.
Exercise Notice	a notice substantially in the form of Schedule 1.

AML3D Concessional Incentive Option Plan

Exercise Period	in relation to an Option, the period commencing on
	the date on which the Option vests and ending on the
	Expiry Date.
Exercise Price	in respect of an Option the exercise price determined
	by the Board and included in the Offer giving rise to
	that Option, as amended pursuant to the terms of this
	Employee Option Plan.
Exit Date	each of:
	1 in respect of a Listing, the date of admission of the
	IPO Entity to the official list of ASX Limited or any
	other recognised stock exchange;
	2 in respect of a Share Sale, the date on which the
	parties complete the sale and purchase of the
	Shares; or
	3 in respect of a Business Sale, the date of the first
	distribution to Shareholders arising from the Business
	Sale,
	or any such other date as nominated by the Board as
	the Exit Date.
Exit Event	each of:
	1 a Listing;
	2 a Business Sale; or
	3 a Share Sale.
Expiry Date	the date on which the Option lapses under Rules 3 or
	6.2.
Fair Market Value	as of any date, the fair market value of an Option, as
	determined by the Board in good faith on such basis as
	it deems appropriate and applied consistently with
	respect to all Options.
Good Leaver	an Optionholder who ceases to be an Eligible Person
	in any of the following circumstances:
	1 the Optionholder and Board have agreed in writing
	that the Optionholder has entered into bona fide
	retirement;
	2 the Board has determined that the Optionholder is
	no longer able to perform their duties due to poor
	health, injury or disability;
	3 the Optionholder’s death; or
	4 any other circumstance determined by the Board in
	writing.
IPO Entity	a member of the Company Group or a special
	purpose vehicle formed for the purpose of a Listing
	which directly or indirectly (including through one or
	more interposed entities) owns at least 50% per cent

AML3D Concessional Incentive Option Plan

	(based on earnings) of the business of the Company
	Group.
Leaver	a Good Leaver or a Bad Leaver (as applicable).
Listing	an initial public offering of an IPO Entity to the official
	list of ASX Limited or any other recognised stock
	exchange.
Listing Rules	the ASX Listing Rules and any other rules of ASX Limited
	which apply to an entity while it is a listed entity (or the
	rules of any other recognised stock exchange (if
	applicable)), each as amended or replaced from time
	to time, except to the extent of any express written
	waiver by ASX Limited (or any other recognised stock
	exchange (if applicable)).
Majority Shareholders	Shareholders holding 51% or more of the Ordinary
	Shares on issue or where there is a Shareholders
	Agreement, the number of Shareholders specified in
	the Shareholders Agreement as being ‘majority
	shareholders’ (or a similar expression).
New Holding Entity	an entity in which equity securities are issued in
	exchange for Shares as part of a Reconstruction.
Offer	an offer made to an Eligible Person by or on behalf of
	the Board to participate in the Employee Option Plan.
Option	an option, issued under this Employee Option Plan, to
	acquire a newly issued Ordinary Share.
Option Share	an Ordinary Share issued as a result of the exercise by
	an Optionholder of its Options.
Optionholder	a person registered in the Company’s register of
	Optionholders as the holder of Options from time to
	time.
Ordinary Shares	fully paid ordinary shares in the capital of the Company
	with such rights and obligations as set out in the
	Constitution.
Outstanding Option	an Option which has vested, has not been exercised
	and has not lapsed.
Reconstruction	the reconstruction of the Company involving holders of
	Shares exchanging those Shares for equity securities in
	a New Holding Entity such that the equity security
	holders of the New Holding Entity are, or after the
	reconstruction become, the same or substantially the
	same as the former holders of Shares.
Related Body Corporate	has the meaning given in the Corporations Act.
Reorganisation Event	any one or more of the following:

AML3D Concessional Incentive Option Plan

1 a distribution of cash or securities by way of a return of capital;
2 a bonus issue of Shares by the Company;

	3 a share split, consolidation or other similar action in
	respect of the share capital of the Company; or
	4 any other internal reorganisation, recapitalisation,
	reclassification or similar event with respect to the
	share capital of the Company.
Rules	these terms and conditions, as amended from time to
	time.
Security Interest	an interest or power:
	1 reserved in or over an interest in any asset including
	any retention of title; or
	2 created or otherwise arising in or over any interest in
	any asset under a security agreement, a bill of sale,
	mortgage, charge, lien, pledge, trust or power,
	by way of, or having similar commercial effect to,
	security for the payment of a debt, any other monetary
	obligation or the performance of any other obligation,
	and includes, but is not limited to:
	3 any agreement to grant or create any of the above;
	and
	4 a security interest within the meaning of section 12
	of the_Personal Property Securities Act 2009_(Cth).
Share Sale	the sale by Shareholders (in one transaction or a series
	of connected transactions) to a third party purchaser
	of all of the issued Shares provided that no sale or
	transfer undertaken to effect a corporate
	reorganisation of any of the Company Group will
	constitute a Share Sale.
Shareholder	a person who is the registered holder of a Share.
Shareholders Agreement	the shareholders agreement in respect of the
	Company (if any).
Shares	shares in the capital of the Company with such rights
	and obligations as set out in the Constitution.
Start-up Concession	the income tax concession available to certain
	employees of certain eligible start-up companies
	pursuant to section 83A-33 of the Tax Act.
Subsidiary	has the meaning given in the Corporations Act.
Tax Act	the_Income Tax Assessment Act 1997_(Cth).

AML3D Concessional Incentive Option Plan

11.2 Interpretation

In these Rules, unless the context otherwise requires:

(a) headings and guidance notes are for convenience only and do not affect the interpretation of these Rules;
(b) the singular includes the plural and vice versa;
(c) the word person includes a firm, a body corporate, an unincorporated association and an authority;
(d) a reference to any statute, ordinance, code or other law includes regulations and other instruments under, and consolidations, amendments, re-enactments or replacements of, any of them;
(e) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document;
(f) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
(g) an agreement, representation or warranty on the part of or in favour of two or more persons binds or is for the benefit of them jointly and severally;
(h) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
(i) a reference to a currency is a reference to Australian currency unless otherwise indicated;
(j) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
(k) specifying anything after the words ‘including’ or ‘for example’ or similar expressions does not limit what else is included; and
(l) a reference to time is a reference to the time in the capital city of the state where the Company is incorporated.

AML3D Concessional Incentive Option Plan

SCHEDULE 1 - OPTION EXERCISE NOTICE

I, .............................................................................................. (the Optionholder ) being the registered holder of the Options specified below, elect to exercise those Options pursuant to rule 5 of the Employee Option Plan in respect of AML3D Limited ACN 602 857 983 ( Company ).

Options being exercised:

Total number of Options being exercised ……………………………………………………...

Exercise Price:

Exercise Price per Option ……………………………………………………………………….

Total Exercise Price ………………………………………………………………………………

I agree to be bound by the provisions of the constitution of the Company, upon being issued Ordinary Shares.

Signed by the Optionholder:

……………………………………………………………………

Date: ………………………………………………………………………………………………

AML3D Concessional Incentive Option Plan

AI assistant

AML3D LIMITED — Governance Information 2020

64357_rns_2020-04-15_487616fa-1060-45db-9109-e0cde5d462b3.pdf

AML3D LIMITED ACN 602 857 983 (Company)

CONCESSIONAL INCENTIVE OPTION PLAN

AML3D LIMITED CONCESSIONAL INCENTIVE OPTION PLAN RULES

1. ADMINISTRATION

1.1 Administration of Employee Option Plan and delegation

1.2 Calculations and adjustments

1.3

Absolute discretion

1.4 Powers to be exercised by the Board

2. VESTING OF OPTIONS

2.1 What vesting conditions may be set

2.2 Options only vest if vesting conditions/events satisfied

2.3

How to exercise an Option

3. TREATMENT OF OPTIONS FOR LEAVERS

3.1 Good Leaver

3.2 Bad Leaver

4. DISPOSAL

4.1 What restrictions can be placed on a sale of Options?

4.2 Permitted Disposals

4.3 No Disposal before Exit Event

4.4 Overriding restriction on Disposal in first 3 years

5. ISSUE OF ORDINARY SHARES IN RESPECT OF THE EXERCISE OF OUTSTANDING OPTIONS

5.1 Rights attaching to Shares issued to Optionholders on exercise of Outstanding Options

5.2

Shareholders Agreement

6. PROCEDURE ON EXIT EVENT

6.1 What happens if there is a listing or sale of the Company or its business?

6.2 Company may require Options to be exercised or lapse if an Exit Event is to occur

6.3 What happens if Majority Shareholders want to sell their shares?

7. LISTINGS

8. REORGANISATION EVENT

9. NO EFFECT

9.1 Employee Option Plan does not impact on employment relationship

9.2 Option does not give the right to new issues of shares, to vote as a Shareholder

10. GENERAL

11. DEFINITIONS AND INTERPRETATION

11.1 Definitions

11.2 Interpretation

SCHEDULE 1 - OPTION EXERCISE NOTICE

Options being exercised:

Exercise Price:

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