DATAWORKS GROUP LIMITED — Director's Dealing 2020

Nov 12, 2020

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity IXUP Limited ABN 85 612 182 368

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Julian Michael Babarczy
Date of appointment	10 November 2020

Part 1 - Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

• See chapter 19 for defined terms.

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Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

	Name of holder & nature of interestNote: Provide details of the circumstances givingrise to the relevant interest.Vaucluse Investments HoldingsPtyLimited<ATFJigsawInvestments Trust>	Number & class of Securities 7,751,884 fully paid ordinary shares

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

	Detail of contract	Under the terms contained in Mr Babarczy’s letter ofappointmentwithIXUPLtd,MrBabarczyreceivesAUD$60,000 per annum; a grant of 4,000,000 unlisted optionssubject to shareholder approval; and a grant of 6,000,000performance rights, also subject to shareholder approval.It was a condition of Mr Babarczy’s appointment that hesubscribes for $250,000 of the Company’s shares under theplacement to sophisticated and professional investors at anissue price of $0.055 per share (Placement). The issue ofshares under the Placement is pursuant to ASX Listing Rule10.12 (exception 12) given, on the completion date of thePlacement, Mr Babarczy’s will be a related party of theCompany by sole reason of section 228(6) of the CorporationsAct.

• See chapter 19 for defined terms.

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Appendix 3X Initial Director’s Interest Notice

Nature of interest	Mr Babarczy is to receive a grant of 6,000,000 Performance
	Rights, subject to shareholder approval, in 3 tranches with
	various vesting conditions as follows:
	2,000,000 Tranche 1 Performance Rights which vest on the
	last to occur of: 12 months of continuous service from the date
	of appointment; and (ii) the 20-day VWAP of the Company's
	shares being equal to or greater than $0.075;
	2,000,000 Tranche 2 Performance Rights which vest on the
	last to occur of: (i) the date the customer goes live on
	commercial use of the Company’s core technology pursuant to
	a commercial contract (for avoidance of doubt where the
	commercial transaction includes a proof of concept or trial
	period in the commercial contract the milestone will only be
	met when the customer decides to proceed with the full
	commercial roll out as contemplated in the commercial
	contract); (ii) the 20 day VWAP of the Company's shares being
	equal to or greater than $0.10; and
	2,000,000 Tranche 3 Performance Rights which vest on the
	last to occur of: (i) IXUP achieving revenue in any financial
	year equal to, or greater than, $5.0million; and (ii) the 20 day
	VWAP of the Company's shares being equal to or greater
	than $0.125.
Name of registered	N/A
holder
(if issued securities)
No. and class of	4,000,000 unlisted Options and 6,000,000 Performance Rights
securities to which	(subject to shareholder approval being obtained).
interest relates

• See chapter 19 for defined terms.

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