CODEIFAI LIMITED — Regulatory Filings 2014

Aug 5, 2014

Promoter Options terms and conditions

• 1 The issue price for the Promoter Options is nil.

• 2 A certificate will be issued for the Promoter Options.

• 3 Each Promoter Option is a right in favour of the Option holder to subscribe for 1 fully paid ordinary share in the capital of the Company.

• 4 The Company will not apply for quotation of the Promoter Options on ASX.

• 5 The Promoter Options expire at 5.00pm on 31 October 2017 ( Expiry Date ). The Promoter Options will lapse at 5pm EST on the Expiry Date.

• 6 The Promoter Options vest immediately and the Promoter Option holder may exercise Promoter Options at any time prior to the Expiry Date.

• 7 Shares allotted to Promoter Option holders on exercise of Promoter Options shall be issued at a price of $0.20 each ( Exercise Price ).

• 8 Promoter Options shall be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the Promoter Option holder to:

• (a) exercise all or a specified number of Promoter Options; and

• (b) pay the Exercise Price in full for the exercise of each Promoter Option

• 9 The exercise notice must be accompanied by the Promoter Option certificate and a cheque made payable to the Company for the Exercise Price for each Promoter Option being exercised. An exercise of only some Promoter Options shall not affect the rights of the Option holder to the balance of the Options held by the Option holder

• 10 The Company shall allot the resultant Shares and deliver the holding statement for those Shares within 5 business days of the exercise of the Promoter Options.

• 11 The Promoter Options may be transferred by an instrument (duly stamped where necessary) in the form commonly used for transfer of Promoter Options at any time until their expiry date. This right is subject to any restrictions on the transfer of a Promoter Option that may be imposed by the Corporations Act or the ASX in circumstances where the Company is listed on ASX.

• 12 The Promoter Options will not give any right to participate in dividends, bonus issues or entitlement issues (or other issues falling within the meaning of “new issue” in rule 6.19 of the ASX Listing Rules) until Shares are allotted pursuant to the exercise of the relevant Promoter Options.

• 13 Shares issued on the exercise of Promoter Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and payment of application moneys. Shares allotted pursuant to the exercise of a Promoter Option will rank equally with the then issued ordinary shares of the Company in all respects. If the Company is listed on ASX it will, pursuant to the exercise of a Promoter Option, apply to ASX for Quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the Listing Rules.

• 14 In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

• 15 In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the Exercise Price of the Options may be reduced in accordance with Listing Rule 6.22.