POINTERRA LIMITED — Share Issue/Capital Change 2016

Jul 10, 2016

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Pointerra Limited

6 July 2016

EMPLOYEE OPTION PLAN TERMS AND CONDITIONS

• (a) Eligibility : Participants in the Plan may be:

• (i) a Director (whether executive or non-executive) of the Company, its subsidiaries and any other related body corporate of the Company ( Group Company );

• (ii) a full or part time employee of any Group Company;

• (iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 (or any amendment to or replacement of that Class Order) ( Class Order); or

• (iv) 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 a Participant under clauses (a), (b) or (c) above,

who is declared by the Board to be eligible to receive grants of Options under the Plan ( Participants ).

• (b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Participant (including a Participant who has previously received an offer) to apply for up to a specified number of Options, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.

• (c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Options 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.

• (d) Issue price: unless the Options are quoted on the ASX, Options issued under the Plan will be issued for no more than nominal cash consideration.

• (e) Vesting Conditions: An Option may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Option.

• (f) Vesting : The Board may in its absolute discretion (except in respect of a Change of Control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant, resolve to waive any of the Vesting Conditions applying to Options due to

• (i) the Participant ceasing to be a Participant due to death or total and permanent disability; or

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

• (ii) a Change of Control occurring; or

• (iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.

• (g) Lapse of an Option : An Option will lapse upon the earlier to occur of:

• (i) an unauthorised dealing in the Option;

• (ii) a Vesting Condition in relation to the Option is not satisfied by its due date, or becomes incapable of satisfaction, unless the Board exercises its discretion to vest the Option (eg due to death, total and permanent disability);

• (iii) in respect of unvested Option only, a Participant ceases to be a Participant, unless the Board exercises its discretion to vest the Right (eg due to death, total and permanent disability) or allow the unvested Options to remain unvested after the relevant person ceases to be a Participant;

• (iv) in respect of vested Options only, a relevant person ceases to be a Participant and the Option granted in respect of that person is not exercised within one (1) month (or such later date as the Board determines) of the date that person ceases to be a Participant;

• (v) the Board deems that an Option lapses due to fraud, dishonesty or other improper behaviour of the Participant;

• (vi) the Company undergoes a change in control or winding up, and the Board does not exercise its discretion to vest the Option;

• (vii) the expiry date of the Option; and

• (viii) the 7 year anniversary of the date of grant of the Option.

• (h) Not transferrable : Options are only transferrable with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death to the participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.

• (i) Shares : Shares resulting from the exercise of the Options shall, subject to any Sale Restrictions (refer below) from the date of issue, rank on equal terms with all other Shares on issue.

• (j) Quotation of Shares : If Shares of the same class as those issued upon exercise of Options 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 10 business days of the later of the date the Shares are issued and the date any restriction period applying to the disposal of Shares ends.

• (k) Share Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Options, that a restriction period will apply to some or all of the Shares issued to a Participant (or their eligible nominee) on exercise of those Options up to a maximum of seven (7) years from the grant date of the Options.

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

• (l) No Participation Rights : There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

• (m) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Option are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

• (n) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may at any time by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Option granted under the Plan including giving any amendment retrospective effect.

Definitions : Capitalised terms used in the above summary are as defined in the Plan, including:

Change of Control means:

• 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;

• 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

• 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.

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

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Pointerra Limited

6 July 2016

ADVISER OPTION TERMS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 June 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

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Pointerra Limited

6 July 2016

INCENTIVE OPTION TERMS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph Error! Reference source not found. , the amount payable upon exercise of each Option will be $0.05 ( Exercise Price )

(c)

Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 June 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d)

Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f)

Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under Error! Reference source not found. for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

(n) Interaction with Employee Option Plan

These terms also incorporate the Rules of the Employee Option Plan ( Rules ). In the event of any inconsistency between these terms and the Rules adopted by the Company as at the date of issue of the Options, the Rules shall prevail, unless such an inconsistency arises only as a result of a variation to the Rules made subsequent to the date of issue of the Options.

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

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Pointerra Limited

6 July 2016

PERFORMANCE SHARE TERMS

• (a) ( Performance Shares ) Each Performance Share is a share in the capital of Pointerra Limited (ACN 078 388 155) (Company).

• (b) ( General meetings ) Each Performance Share confers on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to holders of fully paid ordinary shares in the capital of the Company ( Shareholders ). Holders have the right to attend general meetings of Shareholders.

• (c) ( No voting rights ) A Performance Share does not entitle the Holder to vote on any resolutions proposed by the Company except as otherwise required by law.

• (d) ( No dividend rights ) A Performance Share does not entitle the Holder to any dividends.

• (e) ( No rights to return of capital ) A Performance Share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (f) ( Rights on winding up ) A Performance Share does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up.

• (g) ( Not transferable ) A Performance Share is not transferable.

• (h) ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.

• (i) ( Application to ASX ) The Performance Shares will not be quoted on ASX. However, if the Company is listed on ASX at the time of conversion of the Performance Shares into fully paid ordinary shares ( Shares ), the Company must within 10 Business Days apply for the official quotation of the Shares arising from the conversion on ASX.

• (j) ( Participation in entitlements and bonus issues ) A Performance Share does not entitle a Holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• (k) ( No other rights ) A Performance Share gives the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

Conversion of the Performance Shares

• (a) ( Conversion on achievement of milestone ) Subject to paragraph (c), a Performance Share in the relevant class will convert into one Share upon achievement of:

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

• (i) Class A: upon the release of a commercially saleable product based by the Company (or any of its related bodies corporate) on a 3D dynamic points database containing at least 100 billion points within 12 months of the date of issue (Milestone).

• (ii) Class B: upon the execution of a commercial technology evaluation agreement by the Company (or any of its related bodies corporate) with an independent third party for potential use of Pointerra’s DaaS solution and the volume weighted average price of Shares as traded on the ASX over 20 consecutive trading days is not less than $0.06 within 24 months of the date of issue (Milestone).

• (iii) Class C: upon the execution of a commercial license agreement by the Company (or any of its related bodies corporate) with an independent third party for use of the Pointerra DaaS solution and the volume weighted average price of Shares as traded on the ASX over 20 consecutive trading days is not less than $0.09 within 36 months of the date of issue (Milestone).

• (b) ( Conversion on change of control ) Subject to paragraph (c) and notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:

• (i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company having received acceptances for more than 50% of the Company’s shares on issue and being declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

that number of Performance Shares that is equal to 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Shares then on issue as well as on a pro rata basis for each Holder. Performance Shares that are not converted into Shares under this paragraph will continue to be held by the Holders on the same terms and conditions.

• (c) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ) If the conversion of a Performance Share under paragraph (a) or (b) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) (General Prohibition) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition:

• (i) Holders may give written notification to the Company if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

• (ii) The Company may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph (c)(i) within seven days if the Company considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

Pointerra Limited | ABN 39 078 388 155

Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com

• (d) ( Redemption if Milestone not achieved ) If the relevant Milestone is not achieved by the required date, then each Performance Share in that class will be automatically redeemed by the Company for the sum of $0.00001 within 10 Business Days of non satisfaction of the Milestone.

• (e) ( Conversion procedure ) The Company will issue the Holder with a new holding statement for any Share issued upon conversion of a Performance Share within 10 Business Days following the conversion.

• (f) ( Ranking upon conversion ) The Share into which a Performance Share may convert will rank pari passu in all respects with existing Shares.

Pointerra Limited | ABN 39 078 388 155 Registered Office: c/-Westar Capital Limited, Level 4, 216 St Georges Terrace, Perth WA 6000 T +61 8 6268 2622 | F +61 8 6268 2699 | E: info@pointerra.com