HALO TECHNOLOGIES HOLDINGS LTD - Proxy Solicitation & Information Statement 2026

==> picture [127 x 43] intentionally omitted <==

HALO TECHNOLOGIES HOLDINGS LIMITED ACN 645 531 219 NOTICE OF EXTRAORDINARY GENERAL MEETING

TAKE NOTICE that an Extraordinary General Meeting of Shareholders of Halo Technologies Holdings Limited (‘HALO or Company’) will be held at 11:00 am AEDT on Friday, 27 February 2026 via webcast hosted on the Zoom Workplace platform https://bit.ly/HALOEGM ( Meeting ).

The Explanatory Notes to this Notice provide additional information on the matters to be considered at the Meeting. The Explanatory Notes and the Proxy form part of this Notice.

DATED this 31[th] of January 2026

By order of the Board:

==> picture [76 x 30] intentionally omitted <==

Stuart Roberts Company Secretary

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

AGENDA

A. Welcome by the Chairman

B. Address by the Chairman and Chief Executive Officer

C. Resolutions

Resolution 1: Approval to issue Performance Rights to Mr Peter Oxlade

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That, for the purpose of Listing Rule 10.14 and for all other purposes, the Shareholders of the Company approve the granting of 35,000,000 Performance Rights to Mr Peter Oxlade, Chief Executive Officer/ Executive Director (or his nominee), under the Company’s Performance Rights Plan (Executives), and on the terms outlined in the Explanatory Memorandum.”

Note: if approval is obtained under ASX Listing Rule 10.14, approval is not required under Listing Rule 7.1 or Listing Rule 10.11, as set out in the Explanatory Memorandum.

Note: A voting exclusion statement applies to this resolution (see Explanatory Notes for details).

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

ENTITLEMENT TO VOTE

In accordance with Regulation 7.11.37 of the Corporations Regulations, the Company (as convenor of the Meeting) has determined that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7:00 pm AEDT on Wednesday, 25 February 2026 ( Entitlement Time ) subject to any applicable voting exclusion.

This means that if you are not the registered shareholder at the Entitlement Time, you will not be entitled to attend or vote at the Extraordinary General Meeting.

MEETING ATTENDANCE

_____________

The Meeting will be held virtually via webcast and hosted on an online platform. Any security holder who wishes to attend the Meeting virtually may do so by accessing the following link: https://bit.ly/HALOEGM

When registering onto the online platform, those attending the Meeting must enter their Voter Access Code from their shareholder letter, proxy form or meeting notification e-mail.

The Company recommends that Shareholders log in to the online portal at least 15 minutes prior to the start of the Meeting to ensure their internet connections and devices are working and to attend to registration requirements.

If you choose to participate online on the day of the meeting you will be able to view the webcast of the Meeting, ask the Directors questions online or orally and submit your vote in real time.

VOTING OPTIONS AND PROXIES

_____________

Voting

To vote online during the meeting you will need to register for the meeting by accessing the following link: https://bit.ly/HALOEGM – Following registration, you will receive the meeting link to join the meeting.

Shareholders can participate in the EGM online by using smartphone, tablet, or computer. You will require the latest versions of Chrome, Safari, Edge, or Firefox. Please ensure your browser is compatible.

Meeting attendance is via webcast only (there will be no in-person attendance at the Meeting). You are encouraged to lodge your proxy vote online at https://www.votingonline.com.au/halegm2026 .

Voting by Proxy

A Shareholder who is entitled to attend and vote at this Meeting is entitled to appoint not more than two proxies to attend and vote in place of the Shareholder.

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder’s votes. If the specified proportion or number of votes exceeds that which the Shareholder is entitled to, each proxy may exercise half of the Shareholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

A proxy need not be a Shareholder of the Company. A body corporate appointed as a shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence (in an electronic format capable of distribution by email) of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Subject to the specific proxy provisions applying to Resolution 1 (see the Explanatory Notes below):

If a Shareholder has not directed their proxy how to vote, the proxy may vote (or abstain from voting) as the proxy determines; and
If a Shareholder appoints the Chairman of the Meeting as proxy and does not direct the Chairman how to vote on an item of business, the Chairman will vote in accordance with his voting intention as stated in this Notice of Meeting, namely in favour of the proposed resolution set out in the Notice of Meeting.

Proxy Voting by the Chairman

For Resolution 1 where the Chairman is appointed as a Shareholder’s proxy and that Shareholder has not specified the way in which the Chairman is to vote on Resolution 1, the Shareholder is directing the Chairman to vote in accordance with the Chairman’s voting intentions for these items of business, even though Resolution 1 is connected directly or indirectly with the remuneration of key management personnel ( KMP ).

The Chairman intends to vote all undirected proxies in favour of the resolution in the Notice of Meeting, including Resolution 1.

To be effective, an online Proxy vote must be lodged at

https://www.votingonline.com.au/halegm2026 by no later than 11:00 am AEDT on Wednesday, 25 February 2026 ( Proxy Deadline ) – i.e. at least 48 hours before the time scheduled for the commencement of the meeting (or any adjournment of that meeting).

Enter your Postcode (if within Australia) OR Country of Residence (if outside Australia)
Enter your Voting Access Code (VAC) – As displayed on your shareholder letter.
Follow the prompts to vote on each resolution

Proxy Forms

For shareholders who have requested a proxy form, the form must be completed, signed, and lodged (together with the relevant original power of attorney or a certified copy if the proxy is signed by an attorney) with the Company’s Share Registry, as an original or by facsimile, by no later than 11:00 am AEDT on Wednesday, 25 February 2026 ( Proxy Deadline ) – i.e. at least 48 hours before the time scheduled for the commencement of the meeting (or any adjournment of that meeting) .

Proxy forms may be submitted in one of the following ways:

(i) By mail to Boardroom Pty Limited, GPO Box 3993 Sydney NSW 2001 Australia. Please allow sufficient time so that it reaches Boardroom Pty Limited by the Proxy Deadline;

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW

www.halo-technologies.com

(ii) By fax to Boardroom Pty Limited on +61 2 9290 9655 (within Australia);
(iv) Online via the Company’s Share Registry website at https://www.votingonline.com.au/halegm2026 . Please refer to the Proxy Form for more information; or
(v) By hand delivery to Boardroom Pty Limited at Level 8, 210 George Street, Sydney NSW 2000.

Proxy Forms and Powers of Attorney must be received by the Proxy Deadline.

Questions from Shareholders

In order to provide an equal opportunity for all Shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company, to:

The Company Secretary, Halo Technologies Holdings Limited, at BoardRoom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000

Email. [email protected]

Written questions must be received by no later than 22 February 2026.

Your questions should relate to matters that are relevant to the business of the Extraordinary General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.

In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to Shareholders attending the Extraordinary General Meeting to ask questions about, or make comments upon, matters in relation to the Company, including the Remuneration Report.

During the course of the Extraordinary General Meeting, the Chairman will seek to address as many Shareholder questions as reasonably practicable, and where appropriate, will give a representative of the auditor the opportunity to answer written questions addressed to it. However, there may not be sufficient time to answer all questions at the Extraordinary General Meeting. Please note that individual responses may not be sent to Shareholders.

CORPORATE REPRESENTATIVES

_____________

Where a shareholding is registered in the name of a corporation, the corporate Shareholder may appoint a person to act as its representative to attend the Meeting by providing that person with:

(i) a letter or certificate authorising him or her as the corporation's representative, executed in accordance with the corporation's constitution; or
(ii) a copy of the resolution appointing the representative, certified by a secretary or director of the corporation.

By Order of the Board

Halo Technologies Holdings Limited

Stuart Roberts

Company Secretary 30 January 2026

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

Explanatory Notes

Resolution 1 – Issue of Performance Rights to Mr Peter Oxlade

The Performance Rights confer an entitlement to be issued one Share subject to the satisfaction of any performance criteria on the terms set out in the Performance Rights Plan (Executives) ( Plan ).

Subject to the approval of Shareholders, the Company proposes to grant a maximum amount of 35,000,000 Performance Rights to Mr Peter Oxlade, Chief Executive Officer/Executive Director (or his nominee).

The price payable for each Share that may be issued upon vesting of a Performance Right is $0.025, which is the closing price quoted on ASX of the Company’s Shares on 15 September 2025, being the date when the Rights were first offered to Peter Oxlade ( 1st Offer Date ), subject to shareholder approval ( Fair Market Value ).

The objective of the proposed grant of Performance Rights to Mr Oxlade is primarily to link the reward of Ordinary Shares to Shareholder value creation, to align his interests with those of Shareholders and to encourage the long-term sustainable growth of the Company.

The Performance Rights shall be issued under and subject to the terms of the Plan.

ASX Listing Rule 10.14 provides that a company must not issue equity securities to a director of the Company under an employee incentive scheme unless the issue has been approved by holders of ordinary securities. Once approval is obtained pursuant to ASX Listing Rule 10.14, the Company is entitled to rely on ASX Listing Rule 10.12, Exception 8 as an exception to any requirement that may otherwise apply requiring Shareholder approval under ASX Listing Rule 10.11. Similarly, approval will not be required under ASX Listing Rule 7.1.

The key terms of the Performance Rights are set out in the table below.

The key terms of the	Performance Rights are set out in the table below.	Performance Rights are set out in the table below.
Recipient	Mr Peter Oxlade
Number	5,000,000 (Initial Grant)	5,000,000 (1stTranche) 5,000,000 (2ndTranche) 20,000,000 (3rdTranche) 15 September 2025 – being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval 15 September 2025 – being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval 15 September 2025 – being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval 8 December 2025 – being the date of execution of a consultancy agreement 8 December 2025 – being the date of execution of a consultancy agreement between 8 December 2025 – being the date of execution of a consultancy agreement between
Grant Date	15 September 2025 – being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval
Execution Date	8 December 2025 – being the date of execution of a consultancy agreement

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

	between Peter Oxlade and the Company on terms acceptable to the Company	between Peter Oxlade and the Company on terms acceptable to the Company Peter Oxlade and the Company on terms acceptable to the Company Peter Oxlade and the Company on terms acceptable to the Company $Nil $Nil $Nil
Consideration for Grant of Performance Rights	$Nil
Vesting Conditions	Subject to the Directors determining the applicable vesting conditions, including Mr Oxlade remaining in office as a Director of the Company at the vesting date and any performance criteria, having been met, the Performance Rights will vest on the followingdates:
	TheExecution Date	1stanniversary of theExecution Date 2ndanniversary of the Execution Date 3rdanniversary of the Execution Date The closing price at which the ordinary shares of the Company are quoted on the ASX are not less than $0.08 The closing price at which the ordinary shares of the Company are quoted on the ASX are not less than $0.18 The closing price at which the ordinary shares of the Company are quoted on the ASX are not less than $0.35 The period commencing on theGrant Date and ending on the date that is 36 months from theExecution Date The period commencing on the Grant Date and ending on the date that is 36 months from theExecution Date The period commencing on the Grant Date and ending on the date that is 36 months from theExecution Date which is the closing price quoted on ASX of the Company’s Shares on 15 September 2025, being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval (Fair Market Value). which is the closing price quoted on ASX of the Company’s Shares on 15 September 2025, being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval (Fair Market Value). which is the closing price quoted on ASX of the Company’s Shares on 15 September 2025, being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval (Fair Market Value). Any time after vesting Any time after vesting Any time after vesting
Performance Criteria to be satisfied within the Performance Period	Nil
Performance Period	The period commencing on theGrant Date and ending on the date that that is 7 days after shareholder approval
Exercise Price	$0.025 per Right (being the closing price quoted on ASX of the Company’s Shares on 15 September 2025, being the date when the Rights were first offered to Peter Oxlade (1st Offer Date), subject to shareholder approval (Fair Market Value)).
Exercise Period	Any time after vesting

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

A Performance Right or a Plan Share may not be disposed of until 3 years after the acquisition of the Performance Right (subject to the terms of issue and the Plan Rules)

Restriction A holder must not sell, transfer, mortgage, charge or otherwise dispose of, deal with, Periods grant any interest in or encumber any interest in a Performance Right

Plan Shares may not be sold or in any way disposed of or encumbered for the period of one year after they are issued

Other general terms of the Performance Rights

Subject to the Rules and the Offer, a Performance Right only entitles the holder to Plan Shares if the Performance Criteria are satisfied within the Performance Period.

A Right must vest on or before the 3rd anniversary of the Execution Date (Final Vesting Date). Rights that do not vest on, or prior to, the Final Vesting Date will automatically lapse.

The Plan Shares are forfeited (and may be bought back by the Company at the exercise price of the underlying Right) if the holder does not remain engaged by the Company (in any capacity) for at least 12 months after the Plan Shares are issued.

The Performance Right does not carry dividend or voting rights.

Information provided in accordance with Listing Rule 10.15

It is intended that the Performance Rights will be issued within five (5) days after the Extraordinary General Meeting, but in any event will be issued no later than three (3) years after the Extraordinary General Meeting.

The Performance Rights will be issued to Mr Oxlade for $nil consideration.

For the purposes of ASX Listing Rule 10.15.2, Mr Oxlade falls under category 10.14.1 of the ASX Listing Rules, as he is a current Director of the Company.

For the purposes of ASX Listing Rule 10.15.6, the Company proposes to issue Performance Rights to Mr Oxlade (as opposed to fully paid ordinary securities) for the following reasons:

(a) Performance Rights are designed to incentivise executive employees, and in this case, to incentivise Mr Oxlade as Chief Executive Officer/Executive Director of the Company. The Performance Rights also act to provide an incentive for the achievement of short-term operational goals that lead to long-term growth as well as a retention incentive for key employees, such as Mr Oxlade; and
(b) equity based incentives assist in the alignment of Shareholders’ and Directors’ interests.

Mr Oxlade has not previously received any Performance Rights under the Plan.

There are no loan arrangements with Mr Oxlade in relation to the acquisition of the Performance Rights.

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after this Resolution is approved and who were not named in the notice of meeting will not participate until approval is obtained under that rule.

The Performance Rights Plan (Executives) was approved by shareholders at the Company’s Annual General Meeting held on 26 May 2025. A copy of the terms of the Plan appears in Annexure A of this Explanatory Memorandum.

General Information

Consistent with the accounting standards, the Company discloses the following information concerning the value of the Performance Rights to be issued. A fair value for the Performance Rights to be issued has been calculated based on the Binomial methodology and based on a number of assumptions, set out below, with an adjustment to the expected life of the Performance Rights to take account of limitations on transferability. This methodology is commonly used for valuing Performance Rights and is one of the permitted methodologies under ASIC Regulatory Guide 76. The Board believes this valuation model to be appropriate to the circumstances and has not used any other valuation or other models in proposing the terms of the Performance Rights.

The Board draws Shareholders’ attention to the fact the stated valuation does not constitute, and should not be taken as, audited financial information. The reportable value of the employee benefit expense in subsequent financial periods may vary due to a range of timing and other factors. In particular, the figures were calculated effective as at 30 December 2025.

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

Valuation for Performance Rights to be issued to Mr Oxlade:

Underlying price	$0.035	$0.035	$0.035	$0.035
Volatility	150%(usinga weeklyaggregation methodology)
Dividend Yield (estimate)	0%
Vesting Dates	Subject to the Directors determining that the applicable vesting conditions have been met, the Performance Rights will vest as follows:

	Initial Grant	Tranche 1	Tranche 2	Tranche 3

	The Execution Date	1st anniversary	2ndanniversary	3rdanniversary of
		of the Execution	of the Execution	the Execution
		Date	Date	Date
Risk free rate	Not applicable
Value - per right	$0.02878

Number of Performance Rights issued	35,000,000

Employee benefit expense	$1,007,300

The binomial valuation returns a $0.02878 valuation of each Performance Right, which is consistent with the current trading of the Company’s shares on ASX adjusted for 12-month volatility based on a weekly aggregation methodology. The valuation accounts for weighted probabilities of meeting share price hurdles across the four vesting tranches, and is based on the assumption that HAL is expected to maintain a nil dividend policy during the vesting period.

A significant factor in the determination of the final value of Performance Rights will be the spot share price at the respective vesting dates. The following table details total employee benefit expense based on the highest and lowest closing prices of the Shares traded on the ASX over the 12 months ending on 30 December 2025.

	Highest	Lowest Price
Closing Price ($)	$0.065	$0.02
Date	17 November 2025	16 July 2025
Peter Oxlade	$2,275,000	$0 (Rights are out of the money, and any value will be based on time value until expiry)

As such if it is assumed all other factors are equal, where the share price increases above the $0.065 disclosed above the final value of the Performance Rights granted will increase, and conversely where the share price reduces the final value of the Performance Rights granted will also reduce.

Remuneration

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

Excluding the value of the proposed Performance Rights to be issued under this Resolution and the Share Appreciation Rights proposed to be issued under Resolution 1, Mr Oxlade currently receives $400,000 per annum for his position as Chief Executive Officer/Executive Director. The amount stated is per annum comprising salary, superannuation contributions and known short- and long-term incentive payments.

Financial Benefit – Details and reasons

Section 208 of the Corporations Act

In accordance with section 208 of the Corporations Act, to give a financial benefit to a related party, the Company must obtain Shareholder approval unless the giving of the financial benefit falls within an exception in sections 210 to 216 of the Corporations Act.

The amount, terms and value (subject to the stated assumptions) of the Performance Rights are set out above.

The reasons for giving this financial benefit are:

(a) the Company wishes to maximise the use of its cash resources towards other strategic initiatives and equity based incentives;
(b) the total quantum of Performance Rights to be issued is reasonable in number, and will act as an incentive for future growth of the business;
(c) Performance Rights are designed to incentivise employees, and in this case, to incentivise a Director of the Company. Performance Rights also act to provide a retention incentive for key employees, such as Mr Oxlade;
(d) equity based incentives assist in the alignment of Shareholders’ and Directors’ interests; and
(e) the Company believes the associated expense is limited and the nature of the Performance Rights package proposed is commensurate with market practice.

On this basis the Company believes the giving of the financial benefit, as constituted by the issue of the Performance Rights to the applicable Director is in the best interests of the Company and its Shareholders.

The Board has formed the view that Shareholder approval under section 208 of the Corporations Act is not required for the proposed grant of Performance Rights as the exception in section 211 of the Corporations Act applies. The Performance Rights are being issued for the reasons set out above and are considered reasonable remuneration for the purposes of section 211 of the Corporations Act.

Existing interests and the dilutionary effect on other Shareholders’ interests

The estimated dilution effect that the vesting and exercise of the Performance Rights will have on the interests of shareholder’s is set out in the dilution tables contained in Annexure B of this Explanatory Memorandum. The estimated dilution table assumes no further issues of Shares in, or reconstruction of the capital of, the Company during the time between issue, vesting and exercise of the Performance Rights, except for the issue of Shares as a result of Resolution 1 .

Voting consequences

If Resolution 1 is approved, the Company will be authorised to issue 35,000,000 Performance Rights to Mr Oxlade under the Performance Rights Plan (Executives) , on the terms set out in this Notice of Meeting. These Performance Rights will be granted as soon as practicable after the meeting and will

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW

www.halo-technologies.com

vest subject to the achievement of the performance hurdles described in the Explanatory Notes. No further shareholder approval will be required for this issue under ASX Listing Rule 10.14.

If Resolution 1 is not approved, the Company will not be permitted to issue Performance Rights to Mr Oxlade under the Performance Rights Plan (Executives) as proposed. The Board will consider alternative remuneration arrangements for Mr Oxlade, which may include cash-based incentives or other equity grants that do not require shareholder approval under Listing Rule 10.14.

Directors’ Recommendation

The Directors abstain, in the interest of good corporate governance, from making a recommendation in relation to Resolution 1.

Voting Exclusion Statement

Resolution 1 – in accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast in favour of this Resolution by or on behalf of:

a Director of the Company;
an associate of a Director; or
a person whose relationship with the Company or a person referred to above is such that, in ASX’s opinion, the acquisition should be approved by security holders,

who is eligible to participate in the Company’s Performance Rights Plan (Executives).

However, for the purposes of ASX Listing Rule 14.11, this does not apply to a vote cast in favour of a resolution by:

a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Company will disregard votes cast as proxy by Key Management Personnel or their closely related parties in contravention of section 250BD of the Corporations Act.

For the purposes of section 224 of the Corporations Act, the Company will not disregard a vote if:

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and
it is not cast on behalf of a related party or associate of a related party of the Company to whom the resolution would permit a financial benefit to be given or an associate of such a related party.

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

Glossary

Board means the board of directors of the Company.

Chairman means the chairperson of the general meeting.

Company or Halo means Halo Technologies Holding Limited ACN 645 531 219

Corporations Act means the Corporations Act 2001 (Cth) .

Constitution means the Company’s constitution, which is the set of rules that govern a company.

Directors means the directors of Halo Technologies Holdings Limited, and Director means any one of them.

Extraordinary General Meeting or EGM or Meeting means the Extraordinary General Meeting of the Company to be held on 27 February 2026, notice of which is set out herein.

Explanatory Memorandum means this Explanatory Memorandum as modified or varied by any supplementary Memorandum issued by the Company from time to time;

Notice or Notice of Meeting means this notice convening the Extraordinary General Meeting of the Company which accompanies this Explanatory Memorandum.

Plan means the Company’s Performance Rights Plan (Executives).

Plan Share means an ordinary fully paid share in the Company issued under the Company’s Performance Rights Plan (Executives).

Proxy Form means the proxy form that is enclosed with and forms part of this Notice.

Resolution means a formal decision passed by Shareholders at a general meeting in the form proposed in the Notice of meeting. There are two types of Resolution, Ordinary and Special. An Ordinary Resolution is a Resolution passed by a simple a majority of Shareholders (i.e., by more than 50% of the vote). A Special Resolution is a Resolution passed by 75% or more of the vote.

Share means an ordinary fully paid share in the Company.

Shareholder means a registered holder of a Share in the Company.

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

ANNEXURE A - PERFORMANCE RIGHTS PLAN

HALO TECHNOLOGIES HOLDINGS LIMITED

PERFORMANCE RIGHTS PLAN

1.	DEFINITIONS AND INTERPRETATION ............................................................................. 3	DEFINITIONS AND INTERPRETATION ............................................................................. 3
	1.1	Definitions ........................................................................................................... 3
	1.2	Interpretation ..................................................................................................... 6
2.	PURPOSE ....................................................................................................................... 7
3.	COMMENCEMENT AND TERM ...................................................................................... 8
4.	OFFER OF PERFORMANCE RIGHTS ............................................................................... 8
	4.1	Making of Offers ................................................................................................ 8
	4.2	Offer Document ................................................................................................ 8
	4.3	Personal Offer ..................................................................................................... 8
	4.4	Nominee ............................................................................................................. 9
	4.5	Minimum Contents of Offer Document .......................................................... 9
	4.6	Number of Performance Rights ....................................................................... 9
	4.7	No Consideration............................................................................................... 9
	4.8	Vesting Conditions ........................................................................................... 10
	4.9	Share Restriction Period .................................................................................. 10
	4.10	Deferred Taxation ............................................................................................ 10
	4.11	Quotation of Performance Rights ................................................................. 10
	4.12	Limits on Offers ................................................................................................. 10
5.	ACCEPTANCE OF OFFER ............................................................................................ 10
	5.1	Acceptance of Offer ...................................................................................... 10
	5.2	Board’s right to reject...................................................................................... 10
	5.3	Participant Agrees to be Bound .................................................................... 10
	5.4	Lapse of Offer .................................................................................................. 11
6.	GRANT OF PERFORMANCE RIGHTS ............................................................................ 11
	6.1	Grant of Performance Rights ......................................................................... 11
	6.2	Approvals .......................................................................................................... 11
	6.3	Restrictions on Transfers, dealings and Hedgings ........................................ 11
7.	VESTING AND EXERCISE OF PERFORMANCE RIGHTS ................................................ 12
	7.1	Vesting Conditions ........................................................................................... 12
	7.2	Vesting Condition Exceptions ........................................................................ 12
	7.3	Exercise on Vesting .......................................................................................... 12
	7.4	One or Several Parcels .................................................................................... 13
8.	ISSUE OF SHARES ........................................................................................................ 13
	8.1	Cash Payment or Shares ................................................................................ 13
	8.2	Blackout Period, Takeover Restrictions and Insider Trading ....................... 13
	8.3	Withholding ...................................................................................................... 13
	8.4	Rights attaching to Shares .............................................................................. 13
	8.5	Share Ranking .................................................................................................. 13
	8.6	Quotation on ASX ............................................................................................ 14
	8.7	Sale of Shares ................................................................................................... 14
9.	RESTRICTION ON DEALING IN SHARES ...................................................................... 14
	9.1	Restriction Period ............................................................................................. 14
	9.2	Waiver of restriction Period ............................................................................ 14
	9.3	No disposal of Restricted Shares .................................................................... 15

Page | i

109642_Halo_PRP_Exec_Final

	9.4	ASX Imposed Escrow ....................................................................................... 15
	9.5	Enforcement of Restriction Period ................................................................. 15
	9.6	Lapse of Restriction Period ............................................................................. 15
10.	LAPSE	OF PERFORMANCE RIGHTS ............................................................................. 15
	10.1	Lapsing of Performance Right ....................................................................... 15
	10.2	Fraud and Related Matters ............................................................................ 16
11.	EXCHANGE DUE TO CHANGE OF CONTROL ............................................................. 16
12.	PARTICIPATION RIGHTS AND REORGANISATIONS .................................................... 17
	12.1	Participation Rights .......................................................................................... 17
	12.2	Adjustments for Reorganisation ..................................................................... 17
	12.3	Notice of adjustments ..................................................................................... 17
	12.4	Cumulative adjustments ................................................................................. 17
13.	OVERRIDING RESTRICTIONS ON ISSUE ....................................................................... 17
14.	AMENDMENTS ............................................................................................................ 18
	14.1	Power to amend Plan ..................................................................................... 18
	14.2	Adjustment to Performance Right Terms ...................................................... 18
	14.3	Notice of amendment .................................................................................... 18
15.	TRUST ........................................................................................................................... 18
16.	MISCELLANEOUS ........................................................................................................ 19
	16.1	Rights and obligations of Participant ............................................................ 19
	16.2	Power of the Board ......................................................................................... 20
	16.3	Dispute or disagreement ................................................................................ 20
	16.4	ASIC relief .......................................................................................................... 20
	16.5	Non-residents of Australia ............................................................................... 20
	16.6	Communication ............................................................................................... 21
	16.7	Attorney ............................................................................................................ 21
	16.8	Costs and Expenses ......................................................................................... 21
	16.9	Adverse Tax ...................................................................................................... 21
	16.10	Data protection ............................................................................................... 21
	16.11	Error in Allocation ............................................................................................. 22
	16.12	No fiduciary capacity ..................................................................................... 22
	16.13	ASX Listing Rules ............................................................................................... 22
	16.14	Enforcement ..................................................................................................... 22
	16.15	Laws governing Plan ....................................................................................... 22

Page | ii

109642_Halo_PRP_Exec_Final

HALO TECHNOLOGIES HOLDINGS LIMITED ACN 645 531 219

INCENTIVE PERFORMANCE RIGHTS PLAN

The Directors are empowered to operate the HALO Technologies Holdings Limited Incentive Performance Rights Plan (the Plan ) on the following terms and in accordance with the ASX Listing Rules (where applicable).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Plan:

Acceptance Form means the Acceptance Form by which an Eligible Participant or Nominee (as applicable) accepts an Offer for Shares, in substantially the same form as set out in Schedule 2 or as otherwise approved by the Company from time to time.

ASIC means the Australian Securities and Investments Commission.

Associated Body Corporate means a subsidiary (as defined in section 46 of the Corporations Act) of the Company.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange which it administers, as the context requires .

ASX Listing Rules means the official Listing Rules of the ASX as they apply to the Company from time to time.

Blackout Period means a period when the Participant is prohibited from trading in the Company's securities under the Company's written policies.

Board means the board of Directors of the Company or committee appointed by the Board for the purposes of the Plan.

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays in New South Wales.

Cash payment means, except as otherwise provided for in an Offer, the cash amount equal to the market value of a single Share as at the date the Performance Right is exercised, by the Board (acting reasonably) in accordance with the terms of any applicable Offer.

Change of Control means:

==> picture [12 x 11] intentionally omitted <==

a bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in at least 50.1% of the Company’s issued Shares;

==> picture [13 x 11] intentionally omitted <==

a court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

Page | 3

109642_Halo_PRP_Exec_Final

==> picture [12 x 11] intentionally omitted <==

in any other case, a person obtains Voting Power in the Company which the Board (which for the avoidance of doubt will comprise those Directors immediately prior to the person acquiring that Voting Power) determines, acting in good faith and in accordance with their fiduciary duties, is sufficient to control the composition of the Board.

Class Order means ASIC Class Order 14/1000 as amended or replaced.

Closing Date means the date on which an Offer is stated to close.

Company means HALO Technologies Holdings Limited ACN 645 531 219 of Level 4 / 10 Barrack Street, Sydney, NSW 2000.

Corporations Act means the Corporations Act 2001 (Cth).

Director means any person occupying the position of a director of any Group Company (including an alternate director or managing director appointed in accordance with the relevant constitution).

Eligible Participant means:

==> picture [12 x 11] intentionally omitted <==

a Director (whether executive or non-executive) of any Group Company;

==> picture [13 x 11] intentionally omitted <==

a full or part time employee of any Group Company;

==> picture [11 x 10] intentionally omitted <==

a casual employee or contractor of a Group Company to the extent permitted by the Class Order;

==> picture [12 x 10] intentionally omitted <==

a consultant to the Company (not being a professional adviser to the Company) who serves an executive function within the Company; or

==> picture [13 x 11] intentionally omitted <==

a prospective participant, being a person to whom the Offer is made but who can only accept the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under Rules (a) or (b) above,

who is declared by the Board to be eligible to receive grants of Performance Rights under the Plan.

Expiry Date means, in respect of a Performance Right, the date on which the Performance Right lapses (if it has not already otherwise lapsed in accordance with the Plan), as set out in an Offer, which must be a date no more than seven years after the date of grant.

Grant Date means, in relation to a Performance Right, the date on which the Performance Right is granted.

Group means the Company and each other Group Company.

Group Company means the Company or any Subsidiary or Related Body Corporate.

Holding Lock has the meaning given to that term in the ASX Listing Rules.

Marketable Parcel has the meaning given to that term in the ASX Listing Rules.

Nominee means a nominee of an Eligible Participant that is one of the following:

Page | 4

109642_Halo_PRP_Exec_Final

==> picture [12 x 11] intentionally omitted <==

an immediate family member of the Eligible Participant or (subject to Board approval) a trustee of a superannuation fund whose beneficiaries are limited to the Eligible Participant and/or the Eligible Participant’s immediate family members;

==> picture [13 x 11] intentionally omitted <==

a company whose members comprise no persons other than the Eligible Participant or immediate family members of the participant; or

==> picture [12 x 11] intentionally omitted <==

a corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993 ) where the Eligible Participant is a director of the trustee.

Offer means an offer made to an Eligible Participant to be granted one or more Performance Rights under the Plan as set out in an Offer Document.

Offer Document means an offer document in substantially the same form as set out in Schedule 1 to the Rules or such other form as approved by the Board from time to time consistent with the Corporations Act and the Class Order.

Participant means an Eligible Participant to whom Performance Rights have been granted under the Plan, or if Rule 4.4 applies, a Nominee of the Eligible Participant to whom Performance Rights have been granted under the Plan.

Performance Right means (at the Board’s discretion) an entitlement to a Share or a Cash Payment, subject to satisfaction of any Vesting Conditions, and the corresponding obligation of the Company provide the Share or the Cash Payment (at the Board’s discretion), in the manner set out in this Plan and any Offer.

Plan means the plan as set out in this document, subject to any amendments or additions made under Rule 13.

Redundancy means termination of the employment, office or engagement of a Relevant Person due to economic, technological, structural or other organisational change where:

==> picture [12 x 11] intentionally omitted <==

no Group Company requires the duties and responsibilities carried out by the Relevant Person to be carried out by anyone; or

==> picture [13 x 11] intentionally omitted <==

no Group Company requires the position held by the Relevant Person to be held by anyone.

Related Body Corporate has the meaning ascribed to it in the Corporations Act.

Relevant Interest has the meaning given in the Corporations Act.

Relevant Person means:

==> picture [12 x 11] intentionally omitted <==

in respect of an Eligible Participant, that person; and

==> picture [13 x 11] intentionally omitted <==

in respect of a Nominee of an Eligible Participant, that Eligible Participant.

Restriction Period means the period during which a Share issued on the exercise of a Performance Right cannot be transferred or otherwise dealt with in accordance with Rule 9.

Restricted Shares means Shares issued on the exercise of a Performance Right granted under the Plan that the Board has determined are subject to a Restriction Period.

Page | 5

109642_Halo_PRP_Exec_Final

Retirement means where a Relevant Person intends to permanently cease all Services to a Group Company in circumstances where the Relevant Person provides, in good faith, a written statutory declaration to the Board to that effect.

Rules mean the rules of the Plan as set out in this document.

Services means services rendered to the Company by a Participant either personally or via a Nominee.

Severe Financial Hardship means the Relevant Person is unable to provide themselves, their family or other dependents with basic necessities such as food, accommodation and clothing, including as a result of family tragedy, financial misfortune, serious illness, impacts of natural disaster and other serious or difficult circumstances.

Share means an ordinary fully paid share in the capital of the Company.

Shareholder means a holder of Shares.

Special Circumstances means:

==> picture [12 x 11] intentionally omitted <==

a Relevant Person ceasing to be an Eligible Participant due to:

(i) death or Total or Permanent Disability of a Relevant Person; or
(ii) Retirement or Redundancy of a Relevant Person;

==> picture [13 x 12] intentionally omitted <==

any other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant which circumstances has resulted in or will result in the termination of a Relevant Person's employment or engagement.

Tax Act means the Income Tax Assessment Act 1997 (Cth).

Takeover Bid means a takeover bid (as defined in the Corporations Act) to acquire Shares.

Total and Permanent Disability means that the Relevant Person has, in the opinion of the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Relevant Person unlikely ever to engage in any occupation with the Company or its Related Bodies Corporate for which he or she is reasonably qualified by education, training or experience.

Vesting Condition means, in respect of a Performance Right, any condition set out in an Offer that must be satisfied (unless waived in accordance with this Plan) before that Performance Right can be exercised or any other restriction on exercise of that Performance Rights specified in the Offer or in this Plan.

Voting Power has the meaning given to that term in Section 9 of the Corporations Act.

1.2 Interpretation

In this Plan unless the context otherwise requires:

==> picture [12 x 11] intentionally omitted <==

headings are for convenience only and do not affect the interpretation of this Plan;

Page | 6

109642_Halo_PRP_Exec_Final

==> picture [13 x 11] intentionally omitted <==

any reference in the Plan to any enactment of the ASX Listing Rules includes a reference to that enactment or those ASX Listing Rules as from time to time amended, consolidated, re-enacted or replaced;

==> picture [12 x 11] intentionally omitted <==

the singular includes the plural and vice versa;

==> picture [13 x 11] intentionally omitted <==

any words denoting one gender include the other gender;

==> picture [13 x 11] intentionally omitted <==

where any word or phrase is given a definite meaning in this Plan, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;

==> picture [10 x 11] intentionally omitted <==

a reference to:

(i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
(ii) a document includes all amendments or supplements to that document;
(iii) a Rule is a reference to a Rule of this Plan;
(iv) a law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, Rule of common law or equity and is a reference to that law as amended, consolidated or replaced;
(v) an agreement other than this Plan includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing; and
(vi) a monetary amount is in Australian dollars; and

==> picture [12 x 11] intentionally omitted <==

when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.

==> picture [13 x 11] intentionally omitted <==

The obligations and liabilities imposed and the rights and benefits conferred on persons under this Plan will be binding upon and enure in favour of the respective persons and each of their respective successors in title, legal personal representatives and permitted assigns.

2. PURPOSE

The purpose of the Plan is to:

==> picture [12 x 11] intentionally omitted <==

assist in the reward, retention and motivation of Eligible Participants;

==> picture [13 x 11] intentionally omitted <==

link the reward of Eligible Participants to performance and the creation of Shareholder value;

==> picture [12 x 11] intentionally omitted <==

align the interests of Eligible Participants more closely with the interests of Shareholders by providing an opportunity for Eligible Participants to receive Shares or be paid a Cash Payment;

Page | 7

109642_Halo_PRP_Exec_Final

==> picture [13 x 11] intentionally omitted <==

provide Eligible Participants with the opportunity to share in any future growth in the value of the Company; and

==> picture [13 x 11] intentionally omitted <==

provide greater incentive for Eligible Participants to focus on the Company's longer term goals.

3. COMMENCEMENT AND TERM

==> picture [12 x 11] intentionally omitted <==

This Plan will commence on the date determined by resolution of the Board and will continue until terminated by the Board.

==> picture [13 x 11] intentionally omitted <==

The Board may terminate the Plan at any time by resolution. Termination shall not affect the rights or obligations of a Participant or the Company which have arisen under the Plan before the date of termination and the provisions of the Plan relating to a Participant’s Performance Rights shall survive termination of the Plan until fully satisfied and discharged.

4. OFFER OF PERFORMANCE RIGHTS

4.1 Making of Offers

==> picture [12 x 11] intentionally omitted <==

The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant (including an Eligible Participant who has previously received an Offer) to apply for Performance Rights, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines ( Offer ).

==> picture [13 x 11] intentionally omitted <==

In exercising its discretion to make an Offer, the Board may have regard to the following (without limitation):
(i) the Eligible Participant's length of service with the Group;
(ii) the contribution made by the Eligible Participant to the Group;
(iii) the potential contribution of the Eligible Participant to the Group; or
(iv) any other matter the Board considers relevant.

==> picture [12 x 11] intentionally omitted <==

For the avoidance of doubt, nothing in this document obliges the Company at any time to make an Offer, or further Offer, to any Eligible Participant.

==> picture [13 x 11] intentionally omitted <==

In the event of conflict or inconsistency between the terms set out in the Plan and the additional terms and conditions in the Offer to any Eligible Participant, the terms set out in the Plan will prevail.

4.2 Offer Document

An Offer must be made using an Offer Document.

4.3 Personal Offer

Subject to Rule 4.4, an Offer is personal and is not assignable.

Page | 8

109642_Halo_PRP_Exec_Final

4.4 Nominee

==> picture [12 x 11] intentionally omitted <==

Upon receipt of an Offer, an Eligible Participant may, by notice in writing to the Board, nominate a Nominee in whose favour the Eligible Participant wishes to renounce the Offer.

==> picture [13 x 11] intentionally omitted <==

The Board may, in its discretion, resolve not to allow a renunciation of an Offer in favour of a Nominee without giving any reason for that decision.

4.5 Minimum Contents of Offer Document

An Offer Document will advise the Eligible Participant of the following minimum information regarding the Performance Rights offered:

==> picture [12 x 11] intentionally omitted <==

the maximum number of Performance Rights for which the Eligible Participant may apply, or the formula for determining the number of Performance Rights that may be applied for;

==> picture [13 x 11] intentionally omitted <==

the maximum number of Shares (if any) that the Participant is entitled to be issued on the exercise of each Performance Right or the formula for determining the maximum number of Shares;

==> picture [12 x 11] intentionally omitted <==

the Cash Payment (if any) that the Participant may be entitled to on the exercise of each Performance Right or the formula for determining the Cash Payment;

==> picture [13 x 11] intentionally omitted <==

any applicable Vesting Conditions;

==> picture [13 x 11] intentionally omitted <==

any Restriction. Board has resolved to apply to Shares issued on exercise of the Performance Rights:

==> picture [10 x 11] intentionally omitted <==

when Performance Rights will expire ( Expiry Date );

==> picture [12 x 11] intentionally omitted <==

the date by which an Offer must be accepted ( Closing Date ); and

==> picture [13 x 11] intentionally omitted <==

any other information required by law or the ASX Listing Rules or considered by the Board to be relevant to the Performance Rights or the Shares to be issued on the exercise of the Performance Rights.

4.6 Number of Performance Rights

==> picture [12 x 11] intentionally omitted <==

Subject to Rule 4.11, the number of Performance Rights to be offered to an Eligible Participant from time to time will be determined by the Board in its discretion and in accordance with applicable law and the ASX Listing Rules.

==> picture [13 x 11] intentionally omitted <==

Subject to the terms of the Plan, each Performance Right is a right:

(i) to be issued with or transferred a single Share, free of encumbrances; or
(ii) to be paid a Cash Payment,

as elected by the board in its absolute discretion.

4.7 No Consideration

Page | 9

109642_Halo_PRP_Exec_Final

Performance Rights granted under the Plan will be issued for nil cash consideration.

4.8 Vesting Conditions

A Performance Right may be made subject to a Vesting Condition(s) as determined by the Board in its discretion and as specified in the Offer for the Performance Rights.

4.9 Share Restriction Period

A Share issued under this Plan may be subject to a Restriction Period as determined by the Board in accordance with Rule 9 of this Plan.

4.10 Deferred Taxation

Subdivision 83A-C of the Tax Act (including Section 83A-105) applies to the Plan except to the extent an Offer provides otherwise.

4.11 Quotation of Performance Rights

Performance Rights will not be quoted on the ASX except to the extent provided for by this plan or unless the Offer provides otherwise.

4.12 Limits on Offers

The Company must have reasonable grounds to believe, when making an Offer, that the number of Shares to be received on exercise of Performance Rights offered under an Offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer.

5. ACCEPTANCE OF OFFER

5.1 Acceptance of Offer

An Eligible Participant (or Nominee) may accept an Offer in whole or in part, by signing and returning an Acceptance Form to the Company no later than the Closing Date.

5.2 Board’s right to reject

==> picture [12 x 11] intentionally omitted <==

The Board may accept or reject any Acceptance Form in its absolute discretion.

==> picture [13 x 11] intentionally omitted <==

Before accepting or rejecting the Acceptance Form, the Board may require the Eligible Participant to provide any information that the Board requests concerning the person's entitlement to lodge an Acceptance Form under this Plan.

==> picture [12 x 11] intentionally omitted <==

The Board must promptly notify an Eligible Participant if an Acceptance Form has been rejected, in whole or in part.

5.3 Participant Agrees to be Bound

Page | 10

109642_Halo_PRP_Exec_Final

==> picture [12 x 11] intentionally omitted <==

An Eligible Participant, by submitting an Acceptance Form, agrees to be bound by the terms and conditions of the Offer and the Acceptance Form, the Plan and the Constitution of the Company, as amended from time to time.

==> picture [13 x 11] intentionally omitted <==

If the Board resolves to allow a renunciation of an Offer in favour of a Nominee, the Eligible Participant will procure that the permitted Nominee accepts the Offer made to that Eligible Participant and that both the Eligible Participant and the Nominee agree to be bound by the terms and conditions of the Offer and the Acceptance Form, the Plan and the Constitution of the Company, as amended from time to time.

5.4 Lapse of Offer

To the extent an Offer is not accepted in accordance with Rule 5.1, the Offer will lapse on the day following the Closing Date, unless the Board determines otherwise.

6. GRANT OF PERFORMANCE RIGHTS

6.1 Grant of Performance Rights

==> picture [12 x 11] intentionally omitted <==

Once the Board has received and accepted a duly signed and completed Acceptance Form for Performance Rights, the Company must, provided the Eligible Participant to whom the Offer was made remains an Eligible Participant, promptly grant Performance Rights to the applicant, upon the terms set out in the Offer, the Acceptance Form and the Plan and upon such additional terms and conditions as the Board determines.

==> picture [13 x 11] intentionally omitted <==

The Company will, within a reasonable period after the Grant Date of the Performance Rights, issue the applicant with a certificate evidencing the grant of the Performance Rights.

6.2 Approvals

The Company’s obligation to issue Performance Rights is conditional on:

==> picture [12 x 11] intentionally omitted <==

the grant of the Performance Rights complying with all applicable legislation and the ASX Listing Rules; and

==> picture [13 x 11] intentionally omitted <==

all necessary approvals required under any applicable legislation and the ASX Listing Rules being obtained prior to the issue of the Performance Rights.

6.3 Restrictions on Transfers, dealings and hedging

==> picture [12 x 11] intentionally omitted <==

Subject to the ASX Listing Rules, a Performance Right granted under the Plan is only transferable, assignable or able to be otherwise disposed or encumbered:
(i) in Special Circumstances with the consent of the Board (which may be withheld in its absolute discretion); or
(ii) by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy, to the participant’s trustee in bankruptcy.

Page | 11

109642_Halo_PRP_Exec_Final

==> picture [13 x 11] intentionally omitted <==

A Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure to, their Performance Rights.

==> picture [12 x 11] intentionally omitted <==

Where the Participant purports to transfer, assign, mortgage, charge or otherwise dispose or encumber a Performance Right, other than in accordance with Rule 6.3(a), or hedge a Performance Right contrary to Rule 6.3(b), the Performance Right immediately lapses.

7. VESTING AND EXERCISE OF PERFORMANCE RIGHTS

7.1 Vesting Conditions

==> picture [12 x 11] intentionally omitted <==

Subject to Rules 7.2 and 7.3, a Performance Right granted under the Plan will not vest or be exercisable unless the Vesting Conditions (if any) attaching to that Performance Right been satisfied and the Board has notified the Participant of that fact.

==> picture [13 x 11] intentionally omitted <==

The Board must notify a Participant in writing within 10 Business Days of becoming aware that any Vesting Condition attaching to a Performance Right has been satisfied.

7.2 Vesting Condition Exceptions

Notwithstanding Rule 7.1, the Board may in its absolute discretion, by written notice to a Participant, resolve to waive any of the Vesting Conditions applying to Performance Rights due to:

==> picture [12 x 11] intentionally omitted <==

Special Circumstances arising in relation to a Relevant Person in respect of those Performance Rights;

==> picture [13 x 11] intentionally omitted <==

a Change of Control occurring; or

==> picture [12 x 11] intentionally omitted <==

the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company,

in which case Rule 7.3 applies.

7.3 Exercise on Vesting

A Participant (or their personal legal representative where applicable) may subject to the terms of any Offer, exercise any vested Performance Right at any time after the Board notifies that the Performance Right has vested and before it lapses, by providing the Company with:

==> picture [12 x 11] intentionally omitted <==

the certificate for the Performance Rights or, if the certificate for the Performance Rights has been lost, mutilated or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of it relying on the declaration at the certificate has been lost, mutilated or destroyed; and

==> picture [13 x 11] intentionally omitted <==

a notice in the form of Schedule 3 addressed to the Company and signed by the Participant stating that the Participant exercises the Performance Rights and specifying the number of Performance Rights which are exercised.

Page | 12

109642_Halo_PRP_Exec_Final

7.4 One or Several Parcels

Performance Rights may be exercised in one or more parcels of any size, provided that the number of Shares issued upon the exercise of the number of Performance Rights in any parcel, is not less than a Marketable Parcel.

8. ISSUE OF SHARES

8.1 Cash Payment or Shares

Subject to the Corporations act, the ASX Listing Rules, this Plan and the terms of any Offer, within 10 Business Days of receipt of a valid notice of exercise for Performance Rights, the Board must, in its absolute discretion, either:

==> picture [12 x 11] intentionally omitted <==

pay the Participant or his personal representatives (as the case may be) a Cash Payment for each Performance Right exercised; or

==> picture [13 x 11] intentionally omitted <==

issue or transfer one (1) Share, free of encumbrances, to the Participant or his personal representative (as the case may be) for each Performance Right exercised, and dispatch a share certificate or enter the shares in the Participant’s uncertificated holding, as the case may be, upon the terms set out in the Offer, the Acceptance Form and the Plan and upon such additional terms and conditions as the Board determines.

8.2 Blackout Period, Takeover Restrictions and Insider Trading

If the issue of Shares on exercise of a Performance Right would otherwise fall within the Blackout Period, or breach the insider trading or takeover provisions of the Corporations Act, the Company may delay the issue of the shares until 10 Business Days following the expiration, as applicable, of the Blackout Period or the day on which the insider trading or takeover provisions no longer prevent the issue of the Shares.

8.3 Withholding

If a Participant is liable for tax, duties or other amounts on the vesting or exercise of their Performance Rights and the Company is liable to make a payment to the appropriate authorities on account of that Liability, unless the Participant and the Company agree otherwise, the Company must either deduct from the Cash Payment due or issue and sell such number of Shares which would otherwise be issued and allocated to the Participant so that the net proceeds of sale equal the payment the Company is required to pay to the appropriate authorities.

8.4 Rights attaching to Shares

A Participant will, from and including the issue date of Shares under this Plan, be the legal owner of the Shares so issued and will be entitled to all dividends and to exercise all voting rights attaching to the Shares.

8.5 Share Ranking

Shares issued under the Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.

Page | 13

109642_Halo_PRP_Exec_Final

8.6 Quotation on ASX

==> picture [12 x 11] intentionally omitted <==

if Shares of the same class as those issued under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those shares to be quoted on ASX within the later of 10 Business days after:

(i) the date the Shares are issued; and
(ii) the date any Restriction Period that applies to the Shares, ends.

==> picture [13 x 11] intentionally omitted <==

The Company will not apply for quotation of any Performance Rights on the ASX.

8.7 Sale of Shares

==> picture [12 x 11] intentionally omitted <==

Subject to Rules 8.7(c) and 9 (Restriction on dealing in Shares), and the Company’s constitution, there will be no transfer restrictions on Shares issued under the Plan unless the sale, transfer or disposal by the Participant of the Shares issued to them on exercise of the Performance Rights (or any interest in them) would require the preparation of a disclosure document (as that term is defined in the Corporations Act).

==> picture [13 x 11] intentionally omitted <==

If a disclosure document is required, the Participant agrees to enter into such arrangements with the Company is the Board considers appropriate to prevent the sale, transfer or disposal of the relevant Shares in a manner that would require a disclosure document to be prepared.

==> picture [12 x 11] intentionally omitted <==

The Company will issue, where required to enable shares issued on exercise of Performance Rights to be freely tradable on the ASX (subject to any Restriction Period) a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where cleansing statement is required, but cannot be issued, the Company will lodge a prospectus in relation to the Shares with ASIC which complies with the requirements of the Corporations Act and allows the Shares to be freely tradable on the ASX (subject to any Restriction Period).

==> picture [13 x 11] intentionally omitted <==

A Participant must not sell, transfer or dispose of any Shares issued to them on exercise of the Performance Rights (or any interest in them) in contravention of the Corporations Act, including insider trading and on-sale provisions.

9. RESTRICTION ON DEALING IN SHARES

9.1 Restriction Period

==> picture [12 x 11] intentionally omitted <==

Subject to Rule 9.4, the Board may, in its discretion, determine at any time up until the exercise of Performance Rights, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Performance Rights ( Restricted Shares ), up to a maximum of seven (7) years from the Grant Date of the Performance Rights ( Restriction Period ).

9.2 Waiver of restriction Period

Subject to Rule 9.4, the Board may in its sole discretion, having regard to the circumstances at the time, waive a Restriction Period determined pursuant to rule 9.1.

Page | 14

109642_Halo_PRP_Exec_Final

9.3 No disposal of Restricted Shares

A participant must not dispose of or otherwise deal with any Shares issued to them under the Plan while they are Restricted Shares.

9.4 ASX Imposed Escrow

The Company must impose a Restriction Period Shares to the extent necessary to comply with any escrow restrictions imposed by the ASX Listing Rules.

9.5 Enforcement of Restriction Period

==> picture [12 x 11] intentionally omitted <==

The company may implement any procedure it considers appropriate to restrict a Participant from dealing with any Shares for as long as those Shares are subject to a Restriction Period.

==> picture [13 x 11] intentionally omitted <==

The Participant agrees to:

(i) execute an ASX restriction agreement in relation to the Shares reflecting any Restriction Period applying to the Restricted Shares under the Plan;
(ii) the Company lodging the share certificates for Shares (where issuer sponsored) with a bank or recognise trustee to hold until the expiry of any Restriction Period applying to the Shares or until the Shares are otherwise released from restrictions (at which time the Company shall arrange for the share certificates to be provided to the Participant); and
(iii) the application of a Holding Lock over Shares until any Restriction Period applying to the Shares under the Plan has expired (at which time the Company shall arrange for the Holding Lock to be removed).

9.6 Lapse of Restriction Period

When a Share ceases to be a Restricted Share, all restrictions on disposing of or otherwise dealing or purporting to deal with that Share provided in or under these Rules will cease.

10. LAPSE OF PERFORMANCE RIGHTS

10.1 Lapsing of Performance Right

A Performance Rights will lapse upon the earlier to occur of:

==> picture [12 x 11] intentionally omitted <==

an unauthorised dealing in, or hedging of, the Performance Right occurring, as governed by Rule 6.3(c);

==> picture [13 x 11] intentionally omitted <==

a Vesting Condition in relation to the Performance Right is not satisfied by the due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to waive the Vesting Condition under Rule 9.2 (Vesting Condition Exceptions) or Rule 1.1(a)(ii) applies;

==> picture [12 x 11] intentionally omitted <==

in respect of unvested Performance rights only, a Relevant Person ceases to be an Eligible Participant, unless the Board:

(i) exercises its discretion to vest the Performance Right Rule 9.2; or

Page | 15

109642_Halo_PRP_Exec_Final

(ii) in its absolute discretion, resolves to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to be an Eligible Participant;

==> picture [13 x 11] intentionally omitted <==

in respect of vested Performance Rights only, a Relevant Person ceases to be an Eligible Participant and the Performance Right granted in respect of that Relevant Person is not exercised within one (1) month (or such later date as the Board determines) of the date the Relevant Person ceases to be an Eligible Participant;

==> picture [13 x 11] intentionally omitted <==

the Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant under Rule 10.2 (Fraud and Related Matters ) ; or

==> picture [10 x 11] intentionally omitted <==

the Company undergoes a Change in Control or a winding up resolution or order is made, and the Board does not exercise its discretion to vest the Performance Right in accordance with Rule 9.2 (Vesting Condition Exceptions); and

==> picture [12 x 11] intentionally omitted <==

the Expiry Date of the Performance Right.

10.2 Fraud and Related Matters

Notwithstanding any other provision of this Plan, where a Relevant Person:

==> picture [12 x 12] intentionally omitted <==

in the opinion of the Board, acts fraudulently or dishonestly, is grossly negligent, demonstrates serious and wilful misconduct, or causes a material adverse effect on the reputation of the Company;

==> picture [13 x 11] intentionally omitted <==

has his or her employment or office terminated due to serious or wilful misconduct or otherwise for cause without notice;

==> picture [12 x 11] intentionally omitted <==

becomes ineligible to hold his or her office due to Part 2D.6 of the Corporations Act; or

==> picture [13 x 11] intentionally omitted <==

deals with or disposes of Performance Rights or Restricted Shares contrary to the provisions of this Plan or any applicable Offer,

the Board may, by written notice to the Participant, deem any unvested, or vested but unexercised, Performance Rights of the Participant to have lapsed or acquire the Participant to pay back any Cash Payment paid to the Participant, which is deemed to be a debt due and payable by the Participant on demand or acquire the Participant to do all such things necessary to cancel any Shares issued on exercise of the Participant’s Performance Rights.

11. EXCHANGE DUE TO CHANGE OF CONTROL

If a company ( Acquiring Company ) obtains control of the Company as a result of a Change of Control and both the Company and the Acquiring Company agree, a Participant may in respect of any vested Performance Rights that are exercised, be provided with shares of the Acquiring Company or its parent in lieu of Shares, on substantially the same terms and subject to substantially the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares subject to the Performance Rights.

Page | 16

109642_Halo_PRP_Exec_Final

12. PARTICIPATION RIGHTS AND REORGANISATIONS

12.1 Participation Rights

==> picture [12 x 11] intentionally omitted <==

There are no participating rights to entitlements inherent in the Performance Rights and Participants will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance Right.

==> picture [13 x 11] intentionally omitted <==

A Performance Right does not confer the right to change in the number of underlying Shares over which the Performance Right can be exercised.

==> picture [12 x 11] intentionally omitted <==

A Participant who is not a Shareholder, is not entitled to:

(i) notice of, or to vote or attend at, a meeting of the Shareholders of the Company; or
(ii) receive any dividends declared by the Company,

unless and until any Performance Right is exercised and the Participant hold shares that provide the right to notice in dividends.

12.2 Adjustments for Reorganisation

If at any time the capital of the Company is reorganised (including consolidation, subdivision, reduction or return), the terms of the Performance Rights will be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

12.3 Notice of adjustments

Whenever the number of Shares to be issued on the exercise of a Performance Right is adjusted pursuant to these Rules, the Company will give notice of the adjustment to the Participant in ASX together with calculations on which the adjustment is based.

12.4 Cumulative adjustments

Effect will be given to Rule 12.3 in such manner that the effect of the successive applications of them is cumulative, the intention being that the adjustments they progressively effect, will reflect previous adjustments.

13. OVERRIDING RESTRICTIONS ON ISSUE

Notwithstanding the Rules or the terms of any Performance Right, no Performance Right may be offered, granted or exercised and no Share may be issued under the Plan if to do so:

==> picture [12 x 11] intentionally omitted <==

would contravene the Corporations Act, the ASX Listing Rules or any other applicable law; or

==> picture [13 x 11] intentionally omitted <==

would contravene the local laws or customs of an Eligible Participant’s country of residence or in the opinion of the Board would require actions to comply with those local laws or customs which are impractical.

Page | 17

109642_Halo_PRP_Exec_Final

14. AMENDMENTS

14.1 Power to amend Plan

Subject to Rule 14.2, the Corporations Act and the ASX Listing Rules:

==> picture [12 x 11] intentionally omitted <==

the Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, an Offer or the terms or conditions of any Performance Rights granted under the Plan; and

==> picture [13 x 11] intentionally omitted <==

any amendment may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is made.

14.2 Adjustment to Performance Right Terms

No adjustment or variation of the terms of a Performance Right will be made without the consent of the Participant who holds the relevant Performance Right if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of his or her outstanding Performance Rights), other than an adjustment or variation introduced primarily:

==> picture [12 x 11] intentionally omitted <==

for the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating the maintenance or operation of the Plan or like plans;

==> picture [13 x 11] intentionally omitted <==

to correct any manifest error or mistake;

==> picture [12 x 11] intentionally omitted <==

to enable a member of the Group to comply with the Corporations Act, the ASX Listing Rules, applicable foreign law, or a requirement, policy or practice of the ASIC or other foreign or Australian regulatory body; or

==> picture [13 x 11] intentionally omitted <==

to take into consideration possible adverse taxation implications in respect of the Plan, including changes to applicable taxation legislation or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering such legislation.

14.3 Notice of amendment

As soon as reasonably practicable after making any amendment under Rule 14, the Board will give notice in writing of that amendment to any Participant affected by the amendment.

15. TRUST

==> picture [12 x 11] intentionally omitted <==

The Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant may exercise, or has exercised, vested Performance Rights, including for the purpose of enforcing the disposal restrictions and appoint a trustee to act as trustee of the trust.

==> picture [13 x 12] intentionally omitted <==

The trustee will hold the Shares as trustee for and on behalf of a Participant is beneficial owner upon the terms of the trust.

Page | 18

109642_Halo_PRP_Exec_Final

==> picture [12 x 11] intentionally omitted <==

The Board may at any time amend all or any of the provisions of this Plan to effect the establishment of a trust and the appointment of a trustee as detailed in this Rule.

16. MISCELLANEOUS

16.1 Rights and obligations of Participant

==> picture [12 x 11] intentionally omitted <==

The rights and obligations of an Eligible Participant under the terms of their office, employment or contract with a Group Company are not affected by their participating in the Plan. This Plan will not form part of, and are not incorporated into, any contract of any Eligible Participant (whether or not they are an employee of a Group Company).

==> picture [13 x 11] intentionally omitted <==

No Participant will have any rights to compensation or damages in consequence of:
(i) the termination, for any reason, of the office, employment or other contract with a Group Company of the Participant (or, where the Participant is a Nominee of the Eligible Participant, that Eligible Participant) where those rights arise, or may arise, as a result of the Participant ceasing to have rights under the Plan as a result of such termination; or
(ii) the lapsing of Performance Rights in accordance with this Plan.

==> picture [12 x 11] intentionally omitted <==

Nothing in this Plan, participation in the Plan or the terms of any Performance Right:
(i) affects the rights of any Group Company to terminate the employment, engagement or office of an Eligible Participant or a Participant (as the case may be);
(ii) affects the rights and obligations of any Eligible Participant or Participant under the terms of their employment, engagement or office with any Group Company;
(iii) confers any legal or equitable right on an Eligible Participant or a Participant whatsoever to take action against any Group Company in respect of their employment, engagement or office;
(iv) confers on an Eligible Participant or a Participant any rights to compensation or damages in consequence of the termination of their employment, engagement or office by any Group Company for any reason whatsoever including ceasing to have rights under the Plan as a result of such termination; or
(v) confers any responsibility or liability or any Group Company or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Participant or Participant.

==> picture [13 x 11] intentionally omitted <==

If a Vesting Condition attached to a Performance Right requires a Participant to remain an employee of a Group Company, then the Participant will be treated as having ceased to be an employee of a Group Company at such time the Participant’s employer ceases to be a Group Company.

Page | 19

109642_Halo_PRP_Exec_Final

==> picture [13 x 11] intentionally omitted <==

A Participant who is granted an approved leave of absence and who exercises their right to return to work under any applicable award, enterprise agreement, other agreement, statute or regulation will be treated for those purposes as not having ceased to be such an employee.

16.2 Power of the Board

==> picture [12 x 11] intentionally omitted <==

The Plan is administered by the Board which has power to:

(i) determine appropriate procedures for administration of the Plan consistent with this Plan; and
(ii) delegate to any one or more persons, for such period and on such conditions as it may determine, the exercise of any of its powers or discretions arising under the Plan.

==> picture [13 x 11] intentionally omitted <==

Except as otherwise expressly provided in this Plan, the Board has absolute and unfettered discretion to act, or refrain from acting, under or in connection with the Plan or any Performance Rights under the Plan and in the exercise of any power or discretion under the Plan.

16.3 Dispute or disagreement

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan or to any Performance Rights issued under it, the decision of the Board is final and binding.

16.4 ASIC relief

==> picture [12 x 11] intentionally omitted <==

Notwithstanding any other provisions of the Plan, every covenant or other provision set out in an exemption or modification granted from time to time by ASIC in respect of the Plan pursuant to its power to exempt and modify the Corporations Act and required to be included in the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan.

==> picture [13 x 11] intentionally omitted <==

To the extent that any covenant or other provision deemed by this Rule to be contained in the Plan is inconsistent with any other provision in the Plan, the deemed covenant or other provision shall prevail.

16.5 Non-residents of Australia

==> picture [12 x 11] intentionally omitted <==

The Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which rights offered under the Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations or similar factors which may apply to the Participant or to any Group Company in relation to the rights. Any additional rule must conform to the basic principles of the Plan.

==> picture [13 x 11] intentionally omitted <==

When a Performance Right is granted under the Plan to a person who is not a resident of Australia, the provisions of the Plan apply subject to such alterations or additions as the Board determines having regard to any securities, exchange control or taxation laws or regulation or similar factors which may apply to the Participant or to any Group Company in relation to the Plan Share.

Page | 20

109642_Halo_PRP_Exec_Final

16.6 Communication

==> picture [12 x 11] intentionally omitted <==

Any notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post or email:

(i) in the case of a company, to its registered office;
(ii) in the case of an individual, to the individual’s last notified address; or
(iii) where a Participant is a Director or employee of a Group Company, either to the Participant’s last known address or to the address of the place of business at which the Participant performs the whole or substantially the whole of the duties of the Participant’s office of employment.

==> picture [13 x 11] intentionally omitted <==

Where a notice or other communication is given by post, it is deemed to have been received 48 hours after posting. Where a notice or other communication is given by email or other electronic transmission, the notice is taken to have been received at the time the electronic transmission is sent.

16.7 Attorney

Each Participant:

==> picture [12 x 11] intentionally omitted <==

irrevocably appoints the Company and any person nominated from time to time by the Company (each an attorney), severally, as the Participant’s attorney to complete and execute any documents, including applications for Shares and Share transfers, and to do all acts or things on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of giving effect to the provisions of this Plan;

==> picture [13 x 11] intentionally omitted <==

covenants that the Participant will ratify and confirm any act or thing done pursuant to this power;

==> picture [12 x 11] intentionally omitted <==

releases each Group Company and the attorney from any liability whatsoever arising from the exercise of the powers conferred by this Rule; and

==> picture [13 x 11] intentionally omitted <==

indemnifies and holds harmless each Group Company and the attorney in respect thereof.

16.8 Costs and Expenses

The Company will pay all expenses, costs and charges in relation to the establishment, implementation and administration of the Plan, including all costs incurred in or associated with the issue or purchase of Shares for the purposes of the Plan.

16.9 Adverse Tax

Where a Participant may suffer an adverse taxation consequence as a direct result of participating in the Plan that was not apparent to the Participant or the Company at the time the Participant was issued Performance Rights under the Plan, the Board may, in its absolute discretion, agree to compensate the Participant in whole or in part.

16.10 Data protection

Page | 21

109642_Halo_PRP_Exec_Final

By lodging an Acceptance Form, each Participant consents to the holding and processing of personal data provided by the Participant to any Group Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

==> picture [12 x 11] intentionally omitted <==

administering and maintaining Participants' records;

==> picture [13 x 11] intentionally omitted <==

providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

==> picture [12 x 11] intentionally omitted <==

providing information to future purchasers of the Company or the business in which the Participant works; and

==> picture [13 x 11] intentionally omitted <==

transferring information about the Participant to a country or territory outside Australia.

16.11 Error in Allocation

If any Performance Rights are provided under this Plan in error or by mistake to a person ( Mistaken Recipient ) who is not the intended recipient, the Mistaken Recipient shall have no right or interest, and shall be taken never to have had any right or interest, in those Performance Rights and those Performance Rights will immediately lapse.

16.12 No fiduciary capacity

The Board may exercise any power or discretion conferred on it by this Plan in the interest or for the benefit of the Company, and in so doing the Board is not required to act in the interests of another person or as requested by another person and will not be under any fiduciary obligation to another person.

16.13 ASX Listing Rules

While the Company remains admitted to the ASX, the provisions of the ASX Listing Rules of the ASX will apply to the Plan, and to the extent that the Plan and the ASX Listing Rules are inconsistent, the provisions of the ASX Listing Rules will prevail.

16.14 Enforcement

This Plan and any determination of the Board made pursuant to this Plan will be deemed to form a contract between the Company and the Participant.

16.15 Laws governing Plan

==> picture [12 x 11] intentionally omitted <==

This Plan, and any Performance Rights issued under it, are governed by the laws of New South Wales, Australia.

==> picture [13 x 11] intentionally omitted <==

The Company and the Participants submit to the non-exclusive jurisdiction of the courts of New South Wales.

Page | 22

109642_Halo_PRP_Exec_Final

SCHEDULE 1 – PERFORMANCE RIGHTS PLAN – OFFER DOCUMENT

[insert date]

[Name and address of eligible participant]

Dear [*]

HALO TECHNOLOGIES HOLDINGS LIMITED - PERFORMANCE RIGHTS PLAN

The board of directors of Halo Technologies Holdings Limited (ACN 645 531 219) ( Company ) is pleased to make an offer to you of Performance Rights under its Performance Rights Plan ( Plan ) on the terms of this offer letter ( Offer ). Terms used in this Offer have the same meaning as used in the Plan.

The Company is pleased to advise you of the following.

(a) This Offer is subject to the terms and conditions of the Plan, a copy of which is attached to this Offer. In the event of a conflict between the Plan and this Offer, the Rules in the Plan will prevail.
(b) The Company is willing to offer you the following Performance Rights under the Plan subject to the following Vesting Conditions:

[insert number of Shares or formula for calculating number of Shares eg ‘that number of Shares determined by dividing $[insert] by the issue price of the Shares.’]

(c) The grant of the Performance Rights is subject to the terms of the Plan, including the Company obtaining any necessary Shareholder approvals and you remaining an Eligible Participant at the time the Performance Rights are to be granted and (subject to a number of exceptions), exercised and either converted into Shares was satisfied by way of a Cash Payment.
(d) The Performance Rights under the Plan will be granted to you for nil cash consideration.
(e) The Expiry Date of each Performance Right will be seven years after the date of grant.
(f) Shares issued on exercise of the Performance Rights will be subject to the following Restriction Periods:
(i) [insert];
(ii) [insert];
(g) This offer remains open for acceptance by you until 5 PM (AEST) on [insert date] ( Closing Date ) at which time the Offer will close and lapse.
(h) You may apply for the Performance Rights by filling out the Acceptance Form below and returning it to the Company Secretary before the Closing Date.
(i) You may apply for the Performance Rights to be registered in your name, or in a Nominee’s name. Examples of acceptable nominees are set out in the Plan. Please discuss this with the Company Secretary if you have any queries.

(j) Unless the Plan provides otherwise, Shares to which you are entitled on exercise of the Performance Rights will be issued to you as soon as practicable after the exercise date.

Page | 23

109642_Halo_PRP_Exec_Final

(k) Performance Rights are only transferable in special circumstances as set out in the Plan.
(l) The Company will apply for the Shares to be quoted on the ASX in accordance with the ASX Listing Rules within 10 Business Days of the later of the date the Shares are issued and the date any Restriction Period that applies to the Shares ends. The Shares may be subject to restrictions on disposal in accordance with the Plan in which case the Company will impose a Holding Lock with the Company’s share registry and the Shares will not be able to be traded until the Holding lock is lifted by the Company.
(m) The Company will issue, where required to enable Shares issued on exercise of Performance rights to be freely tradable on the ASX (subject to any restriction Period), a cleansing statement under section 708A(5) of the Corporations Act at the time the shares are issued. Where a cleansing statement is required, but cannot be issued, the Company will have a prospectus available in relation to the Shares which complies with the requirements of the Corporations Act.
(n) The Company undertakes that, during the period commencing on the date of this Offer and expiring on the Closing Date, it will, within a reasonable period of you so requesting, make available to you the current market price of the underlying Shares to which the Performance Rights relate.
(o) The current market price of the underlying Shares which the Performance Rights relate can be found on the Company’s ASX website at [insert].
(p) Subdivision 83A-C of the Tax Act¸ which enables tax deferral on Shares, [will/will not] apply (subject to the conditions in that Act) to the Performance Rights granted to you under this Offer.

You should be aware that the business, assets and operations of the Company are subject to certain risk factors that have the potential to influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment in the securities of the Company, including Shares offered under the Plan.

Any advice given by the Company in relation to the Performance Rights or underlying Shares offered under the Plan does not take into account your objectives, financial situation and needs (including financial or taxation issues).

This Offer and all other documents provided to you at the time of this Offer contain general advice only and you should consider obtaining your own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission to give such advice.

You are advised to seek independent professional advice regarding the Australian tax consequences of the issue of Shares and the disposing of any Shares that are issued under the Plan according to your own particular circumstances.

Please confirm your (or your Nominee’s) acceptance of the Offer set out in this letter by completing the Acceptance Form below and returning it to the Company by no later than [insert] .

An Acceptance Form received after the Closing Date may be refused.

Page | 24

109642_Halo_PRP_Exec_Final

Yours faithfully

[Insert Director’s Name] For and on behalf of Halo Technologies Holdings Limited

Page | 25

109642_Halo_PRP_Exec_Final

SCHEDULE 2 - HALO TECHNOLOGIES HOLDINGS LIMITED INCENTIVE SHARE PLAN - ACCEPTANCE FORM

To: The Directors Halo Technologies Holdings Limited (ACN 645 531 219) ( Company )

I/We ___________ of

______________ being registered holder(s) of performance rights as set out on the certificate annexed to this notice, hereby exercise ______ of the above-mentioned performance rights.

I /We authorise and direct the Company to register me/us as the holders(s) of the Shares to be allotted to me/us and I/we agree to accept such Shares subject to the provisions of the Constitution of the Company

Dated ______

Signature of Holder(s)

Note:

1. each holder must sign;

2. an application by a company must be executed in accordance with section 127 of the Corporations Act 2001 (Cth) and if signing for a company as a sole director/secretary – ensure “sole director/Sec” is written beside the signature.

Page | 26

109642_Halo_PRP_Exec_Final

ANNEXURE B – ESTIMATED DILUTION ON VESTING AND EXERCISE OF THE PERFORMANCE RIGHTS

The below example dilution table illustrates the potential estimated dilution that the vesting and exercise of Performance Rights to Executive Directors which may result from the approvals sought in Resolution 1.

The estimated dilution table has been prepared on the following assumptions:

the total number of issued Shares, being 289,699,434 Shares (being the current issued Shares as at 30 December 2025);
all securities issued in accordance with Resolution 1 vest and are automatically exercised;
the table shows only the effect of issues of Shares from the exercise of Performance Rights that are the subject of Resolution 1 and does not include any Shares issued under the Company’s placement capacity under ASX Listing Rules 7.1 and 7.1A or as a result of any other Shares issuance by the Company during the period;
there are no further issues of Shares in, or reconstruction of the capital of the Company during the time between issue, vesting and exercise of the Performance Rights, except for the issue of Shares as a result of Resolution 1; and
the estimated dilution is calculated by dividing the number of Shares that may be issued as a result of Resolution 1 by the sum of the total number of existing Shares and the number of Shares that may be issued as a result of Resolution 1.

Dilution Effect – Resolution 1

	Performance Rights	Conversion Rate	Performance Shares Issued	Dilution
Resolution 1 (Peter Oxlade)	35,000,000	1	35,000,000	10.8%

Halo Technologies Holdings Limited Level 2, 1 York Street, Sydney, NSW www.halo-technologies.com

==> picture [230 x 103] intentionally omitted <==

All Correspondence to:

 By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia

 By Fax: +61 2 9290 9655  Online: www.boardroomlimited.com.au  By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 11:00am on Wednesday, 25 February 2026.

 TO APPOINT A PROXY ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/halegm2026 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form.

STEP 3 SIGN THE FORM

The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11:00am on Wednesday, 25 February 2026 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

 Online https://www.votingonline.com.au/halegm2026  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Halo Technologies Holdings Limited ACN 645 531 219

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP 1 APPOINT A PROXY

I/We being a member/s of Halo Technologies Holdings Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Extraordinary General Meeting of the Company to be held virtually on Friday, 27 February 2026, at 11:00am AEDT and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business.

STEP 2 VOTING DIRECTIONS * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.

For Against Abstain*

Resolution 1 Approval to issue Performance Rights to Mr Peter Oxlade

STEP 3 SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2026

AI assistant

HALO TECHNOLOGIES HOLDINGS LTD — Proxy Solicitation & Information Statement 2026

65035_rns_2026-01-29_c010f38c-52d6-47ec-b83a-457f84597fd8.pdf

HALO TECHNOLOGIES HOLDINGS LIMITED ACN 645 531 219 NOTICE OF EXTRAORDINARY GENERAL MEETING

A. Welcome by the Chairman

B. Address by the Chairman and Chief Executive Officer

C. Resolutions

Resolution 1: Approval to issue Performance Rights to Mr Peter Oxlade

ENTITLEMENT TO VOTE

MEETING ATTENDANCE

_____________

VOTING OPTIONS AND PROXIES

_____________

Voting

Voting by Proxy

Proxy Voting by the Chairman

Proxy Forms

Questions from Shareholders

CORPORATE REPRESENTATIVES

_____________

By Order of the Board

Stuart Roberts

Explanatory Notes

Resolution 1 – Issue of Performance Rights to Mr Peter Oxlade

Other general terms of the Performance Rights

Information provided in accordance with Listing Rule 10.15

General Information

Remuneration

Financial Benefit – Details and reasons

Section 208 of the Corporations Act

Existing interests and the dilutionary effect on other Shareholders’ interests

Voting consequences

Directors’ Recommendation

Voting Exclusion Statement

Glossary

ANNEXURE A - PERFORMANCE RIGHTS PLAN

HALO TECHNOLOGIES HOLDINGS LIMITED

PERFORMANCE RIGHTS PLAN

TABLE OF CONTENTS

HALO TECHNOLOGIES HOLDINGS LIMITED ACN 645 531 219

INCENTIVE PERFORMANCE RIGHTS PLAN

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Change of Control means:

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Participant means:

Relevant Person means:

Special Circumstances means:

1.2 Interpretation

2. PURPOSE

3. COMMENCEMENT AND TERM

4. OFFER OF PERFORMANCE RIGHTS

4.1 Making of Offers

4.2 Offer Document

4.3 Personal Offer

4.4 Nominee

4.5 Minimum Contents of Offer Document

4.6 Number of Performance Rights

4.7 No Consideration

4.8 Vesting Conditions

4.9 Share Restriction Period

4.10

Deferred Taxation

4.11 Quotation of Performance Rights

4.12 Limits on Offers

5. ACCEPTANCE OF OFFER

5.1 Acceptance of Offer

5.2 Board’s right to reject

5.3 Participant Agrees to be Bound

5.4 Lapse of Offer

6. GRANT OF PERFORMANCE RIGHTS

6.1 Grant of Performance Rights

6.2 Approvals

6.3 Restrictions on Transfers, dealings and hedging

7. VESTING AND EXERCISE OF PERFORMANCE RIGHTS

7.1 Vesting Conditions

7.2 Vesting Condition Exceptions

7.3

Exercise on Vesting

7.4 One or Several Parcels

HALO TECHNOLOGIES HOLDINGS LTD Proxy Solicitation & Information Statement 2026