XPON TECHNOLOGIES GROUP LIMITED — Capital/Financing Update 2021

Dec 14, 2021

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Employee share option plan

XPON Technologies Group Limited ACN 635 810 258

Brisbane | Sydney | Newcastle | Canberra | Melbourne Level 11, 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 T +61 7 3233 8888 F + 61 7 3229 9949

mccullough.com.au info@mccullough.com.au ABN 42 721 345 951

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Table of contents

1	Definitions and interpretation ---------------------------------------------------------------------	Definitions and interpretation ---------------------------------------------------------------------	1
	1.1	Definitions	1
	1.2	Interpretation	3
2	Administration of the Plan -------------------------------------------------------------------------		4
3	Eligible Participants --------------------------------------------------------------------------------		4
4	Grant of Options ------------------------------------------------------------------------------------		4
	4.1	Offer of Options	4
	4.2	Required details of Offer	4
	4.3	Required documents for Offer	5
	4.4	Acceptance of offer	5
	4.5	Permitted Nominees	5
	4.6	No payment for grant of Options	5
	4.7	Option statement or certificate	6
	4.8	Register of Options	6
5	Exercise of Options ---------------------------------------------------------------------------------		6
	5.1	Rights to acquire Shares	6
	5.2	Exercise price	6
	5.3	Right to exercise and lapse	6
	5.4	Lapse of Options	7
6	Rights attaching to Options -----------------------------------------------------------------------		7
	6.1	Adjustment for reconstruction	7
	6.2	Dividends	7
	6.3	Voting rights	8
	6.4	Participation in further issues	8
	6.5	Transfer and Security Interests	8
	6.6	Quotation	8
7	No interest in Shares -------------------------------------------------------------------------------		8
8	Change of Control ----------------------------------------------------------------------------------		8
	8.1	Board to notify Participant of Change of Control Trigger Event	8
	8.2	Options exercisable on Change of Control	8
	8.3	Action available to the Board for unexercised Options	8
	8.4	Participants to cooperate and attorney	9

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9	Issue of Shares on Exercise ----------------------------------------------------------------------- 9	Issue of Shares on Exercise ----------------------------------------------------------------------- 9	Issue of Shares on Exercise ----------------------------------------------------------------------- 9
	9.1	Issue of Shares	9
	9.2	Application for quotation	9
	9.3	Ranking	9
10	Disposal Restriction -------------------------------------------------------------------------------- 9
	10.1	No disposal of Options and Shares for a specified period	9
	10.2	Holding locks or other procedures	9
	10.3	Restrictions cease on Change of Control Trigger Event	10
11	Notice -----------------------------------------------------------------------------------------------10
	11.1	Method of giving notice	10
	11.2	When is notice given	10
	11.3	Participant’s address for notices	11
	11.4	Company’s address for notices	11
	11.5	Notices to Permitted Nominees	11
12	Amendment of the Plan ---------------------------------------------------------------------------11
	12.1	Amendment	11
	12.2	Restrictions	11
13	Termination of the Plan ---------------------------------------------------------------------------11
14	Administration of the Plan ------------------------------------------------------------------------12
	14.1	Authority to form policy and delegation	12
	14.2	Obligations of Board	12
	14.3	Board decisions	12
	14.4	Board, Company and delegates may act in its absolute discretion	12
	14.5	Independent advice by Board	12
15	Rights of Eligible Participants and Participants ------------------------------------------------12
16	General ---------------------------------------------------------------------------------------------13
	16.1	References to Listing Rules and ASX	13
	16.2	Listing Rules and Constitution	13
	16.3	Costs	13
	16.4	Advice	13
	16.5	Governing law and jurisdiction	13

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Employee share option plan

XPON Technologies Group Limited ACN 635 810 258

The Plan involves the grant of Options to Eligible Participants on the terms in this document.

1 Definitions and interpretation

1.1 Definitions

In this document:

Term	Definition
Acceptance Form	means an acceptance of an Offer completed and signed by an
	Eligible Participant (and any Permitted Nominee) in the form
	attached to the Offer.
ASIC	means the Australian Securities and Investments Commission.
ASX	means ASX Limited ACN 008 624 691 or the securities
	exchange operated by it (as the case requires).
Bidder	means a person who proposes to acquire (together with their
	associates) all of the ordinary shares in the Company.
Board	means the Company’s board of Directors.
Business Day	means a day that is not a Saturday, Sunday or public holiday in
	Brisbane, Queensland.
Change of Control	means:
Trigger Event	(a) a person acquires voting power (within the meaning of
	section 610 Corporations Act) in more than 50% of the
	ordinary shares in the Company;
	(b) an order of the court made for the purposes of
	section 411(4)(b) Corporations Act, in connection with
	a members’ scheme of arrangement to effect a change
	of Control of the Company, is lodged with ASIC under
	section 411(10) Corporations Act;

(c) the Company disposes of the whole or a substantial part of its assets or undertaking; or

• (d) an event set out in paragraph (a), (b) or (c) is, in the opinion of the Board, likely to occur in the near future and the Board decides to nominate a date on which a Change of Control Trigger Event is taken to have occurred.

Company means XPON Technologies Group Limited ACN 635 810 258. Constitution means the Company’s constitution. Consultant means any person who acts in an advisory capacity for, or is engaged in the provision of services to, the Group.

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Term	Definition
Control	has the meaning given to the term in section 50AA
	Corporations Act.
Corporations Act	means Corporations Act 2001 (Cth).
Director	means a director of the Company.
Disposal Period	means, in respect of Options granted to an Eligible Participant,
	a period of three years commencing on the day after the Offer
	is made.
Disposal Restriction	means a restriction set out in rule 10.1.
Dispose	includes assign, transfer, sell, agree to sell (including in respect
	of Shares, accepting a takeover in respect of those Shares) and
	grant a Security Interest.
Eligible Participant	means any person who is designated by the Board to be an
	Eligible Participant under rule 3.
Employee	means an employee of a member of the Group.
Exercise Date	means the date after which an Eligible Participant may exercise
	an Option as set out in the Offer.
Exercise Period	means the period from the Exercise Date to the Expiry Date.
Exercise Price	means the price payable on exercise of an Option to acquire
	the underlying Share, as set out in rule 5.2.
Expiry Date	means the date on or by which a Participant must exercise an
	Option before that Option expires as set out in the Offer.
Fair Value	means in respect of an Option, the value of the Option decided
	by the Board and calculated in accordance with:

• (a) if the Company is listed on ASX at the date of the calculation:

• (i) the Black Scholes valuation model using a volatility factor calculated using the closing price of Shares on ASX for the 12 months before the date of the calculation, or if the Company has been listed on ASX for less than 12 months, from the listing date until the date of calculation; or

• (ii) a generally accepted valuation methodology selected by the Board (and using assumptions decided by the Board) in its absolute discretion; or

• (b) if the Company is not listed on ASX at the date of the calculation, a generally accepted valuation methodology selected by the Board (and using assumptions decided by the Board) in its absolute discretion.

Group means the Company and its Related Bodies Corporate. Listing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable if the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

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Term	Definition
Notice of Exercise	means a completed and signed notice substantially in the form
	attached to the Offer, or another form approved by the Board.
Offer	means a written offer to participate in the Plan.
Option	means an option granted under the Plan to subscribe for and
	be allotted one Share as set out in an Offer.
Participant	means an Eligible Participant or its Permitted Nominee (as the
	case requires).
Permitted Nominee	means a body corporate Controlled by an Eligible Participant, or
	any other entity as the Board may determine.
Plan	means this share option plan as amended from time to time.
Related Body Corporate	has the meaning given to the term in the Corporations Act.
Security Interest	means any interest, right or power that in substance secures
	payment or performance of any obligation, for example a
	mortgage, a charge, or a security interest under the Personal
	Property Securities Act 2009 (Cth).
Share	means a fully paid ordinary share in the Company.
Shareholders	means the holders of Shares in the Company.
Termination Date	means the date the termination of directorship, employment or
	the consultancy arrangement of an Eligible Participant takes
	effect, under the Eligible Participant’s written employment
	agreement or consultancy agreement or otherwise.
Vesting Conditions	means the vesting conditions specified in an Offer, which must
	be satisfied before an Option can be exercised.

1.2 Interpretation

In this document:

• (a) a reference to a clause, schedule, annexure or party is a reference to a clause of, and a schedule, annexure or party to, this document and references to this document include any schedules or annexures;

• (b) a reference to a party to this document or any other document or agreement includes the party’s successors, permitted substitutes and permitted assigns;

• (c) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

• (d) a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced;

• (e)

• a reference to this document includes the agreement recorded by this document;

• (f) a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;

• (g) if any day on or by which a person must do something under this document is not a Business Day, then the person must do it on or by the next Business Day;

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• (h) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity;

• (i) a reference to ‘month’ means calendar month;

• (j) words defined in the Corporations Act have the same meaning when used in this document; and

• (k) headings are for convenience only and do not affect the interpretation.

2 Administration of the Plan

The Board will administer the Plan in accordance with this document.

3 Eligible Participants

The Board may designate a Director, Employee or Consultant as an Eligible Participant for the purposes of the Plan.

4 Grant of Options

4.1 Offer of Options

• (a) The Board may offer any number of Options to an Eligible Participant on the terms the Board decides by giving the Eligible Participant an Offer, subject to the Plan and any applicable law or Listing Rules.

• (b) Subject to the terms of the Offer, each Option will entitle the Eligible Participant to receive one Share upon the exercise of the Option.

4.2

Required details of Offer

An Offer must state:

• (a) the total number of Options for which the Eligible Participant may accept;

• (b) the date of the Offer;

• (c) the Exercise Period (including the Exercise Date and the Expiry Date);

• (d) the Exercise Price;

• (e) any Vesting Conditions;

• (f) any Disposal Restrictions;

• (g) any other terms of the Options; and

• (h) any matters required to be specified by the Corporations Act or Listing Rules.

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4.3 Required documents for Offer

The Company will send the Offer to an Eligible Participant together with:

• (a) an Acceptance Form;

• (b) a Notice of Exercise;

• (c) a copy of this Plan or a summary of this Plan (in which case this Plan will be made available on request, free of charge);

• (d) any other explanatory material which the Company wishes to distribute; and

• (e) any other documents and information required by the Corporations Act or Listing Rules.

4.4 Acceptance of offer

To accept an Offer, an Eligible Participant must complete, sign and return the Acceptance Form in accordance with the Offer.

4.5 Permitted Nominees

• (a) An Eligible Participant that receives an Offer may nominate a Permitted Nominee to hold the Options on their behalf by providing details of the Permitted Nominee on the Acceptance Form and having the Permitted Nominee sign the Acceptance Form.

• (b) The Board can, in its absolute discretion and without providing an explanation, decide whether or not to grant a Permitted Nominee (nominated by an Eligible Participant) Options.

• (c) Where the Board decides not to grant Options to a Permitted Nominee, the Board will grant the Options to the Eligible Participant instead and the Eligible Participant is taken to have accepted the Offer personally.

• (d) An Eligible Participant must immediately notify the Company in writing as soon as they become aware:

• (i) that they cease to Control their Permitted Nominee;

• (ii) of any transaction which may result in them ceasing to Control their Permitted Nominee; or

• (iii) that they cease to have an entitlement (whether or not that entitlement requires an exercise of discretion) to a majority of the distributions of their Permitted Nominee.

• (e) If an Eligible Participant ceases to Control their Permitted Nominee at any time, the Board may determine that any Options granted to the Permitted Nominee be transferred to the Eligible Participant.

4.6 No payment for grant of Options

A Participant is not required to pay for the grant of an Option.

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4.7 Option statement or certificate

The Company will, within ten Business Days after the Participant is granted the Options, deliver to each Participant:

• (a) a statement in the form the Board decides evidencing the grant of the Options; or

• (b) if required by the Constitution or otherwise by law, a certificate evidencing the grant of the Options in accordance with the Constitution or law.

4.8 Register of Options

The Company must maintain a register of the Options.

5 Exercise of Options

5.1 Rights to acquire Shares

An Option entitles a Participant to acquire one Share:

• (a) provided any acquisition of Shares does not breach the Corporations Act or the Listing Rules;

• (b) provided any Vesting Conditions have been satisfied;

• (c) during the Exercise Period;

• (d) for payment of the Exercise Price; and

• (e) otherwise in the manner required by the Board and specified in writing to the Eligible Participant at the time the Option is granted.

5.2

Exercise price

The Exercise Price is the amount set out in the Offer.

5.3 Right to exercise and lapse

• (a) Subject to rule 5.1, a Participant may exercise an Option at any time in the Exercise Period by:

• (i) delivering a Notice of Exercise; and

• (ii) paying the Exercise Price,

to the Company.

• (b) Unless the Board decides otherwise, an Option that has not been exercised on or before the Expiry Date, lapses on the day after the Expiry Date.

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5.4 Lapse of Options

Subject to rule 5.1 and unless the Board decides otherwise, if an event in the table below occurs in respect of an Eligible Participant, the Eligible Participant’s Options are treated in accordance with the following table:

Event	On or before Exercise Date	During the Exercise Period
Eligible Participant’s lawful termination from employment with the Group or consultancy arrangement with the Group	Options lapse	The Expiry Date is 60 days after the Termination Date, or a later date decided by the Board
Eligible Participant’s resignation or vacation from the Board, employment or consultancy with the Group.	Options lapse	The Expiry Date is 60 days after the date of the resignation, or a later date decided by the Board
Eligible Participant being made redundant	Options lapse	The Expiry Date is 60 days after the date of the redundancy, or later date decided by the Board
Death or disability (so that unable to perform normal duties – in the opinion of a medical practitioner nominated by the board) of the Eligible Participant	Options lapse	There is no adjustment and the representative of the Eligible Participant’s estate may exercise the Options before the Expiry Date
Eligible Participant loses Control of their Permitted Nominee and the Options are not transferred to the Eligible Participant under rule 4.5(e)	Options lapse	Options lapse

6 Rights attaching to Options

6.1 Adjustment for reconstruction

If there is a reconstruction of the issued capital of the Company (including consolidation, sub-division, reduction or return), the number of Shares to be issued on exercise of an Option, the Exercise Price or both, will be adjusted:

• (a) to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital; or alternatively

• (b) as determined by the Board acting reasonably.

6.2 Dividends

A Participant does not have the right to participate in dividends on Shares until Shares are issued on the exercise of an Option.

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6.3 Voting rights

A Participant does not have the right to vote in respect of an Option.

6.4 Participation in further issues

• (a) A Participant cannot participate in a new issue of Shares without exercising their Options.

• (b) If a pro rata bonus or cash issue of securities is awarded by the Company, the number of Shares to be issued on exercise of an Option and the Exercise Price will be adjusted as determined by the Board and written notice will be given to the Participant.

6.5 Transfer and Security Interests

Subject to the additional restriction in rule 10.1, Participants may only:

• (a) create a Security Interest in; or

• (b) transfer, assign, dispose or otherwise deal with,

Options, or any interest in Options, with the prior written consent of the Board.

6.6 Quotation

The Company will not apply to ASX for official quotation of any of the Options.

7 No interest in Shares

A Participant has no interest in Shares the subject of Options until the Options are exercised and Shares are issued to that Participant.

8 Change of Control

8.1 Board to notify Participant of Change of Control Trigger Event

The Board must, as soon as reasonably practicable, give written notice to each Participant of a Change of Control Trigger Event.

8.2 Options exercisable on Change of Control

Unless the Board decides otherwise, if a Change of Control Trigger Event occurs, all Options vest immediately and may be exercised by a Participant (regardless of whether any Vesting Conditions have been satisfied) by delivering a Notice of Exercise, and payment of the Exercise Price, to the Company.

8.3 Action available to the Board for unexercised Options

If a Change of Control Trigger Event occurs, the Company may:

• (a) buy-back Options held by a Participant for:

• (i) an amount agreed with the Participant; or

• (ii) the Fair Value;

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• (b) arrange for options to acquire shares in the Bidder to be granted to the Participants on substantially the same terms as the Options, but with any appropriate and reasonable adjustments decided by the Board to the number of shares in the Bidder to be issued on exercise of those options or the exercise price of those options, to ensure the Participants are not materially financially disadvantaged;

• (c) allow the Options to continue in accordance with their terms; or

• (d) proceed with a combination of any of the alternatives in rules 8.3(a), 8.3(b) or 8.3(c).

8.4 Participants to cooperate and attorney

Each Participant:

• (a) must do all acts, matters or things which are necessary or desirable to give effect to a buy-back or exchange of Options under rule 8.3; and

• (b) irrevocably appoints any Director as its attorney for the purpose of performing any act required of it under rule 8.4.

9 Issue of Shares on Exercise

9.1 Issue of Shares

The Company will issue Shares to a Participant at the next Board meeting, or within 20 Business Days, whichever first occurs after receiving a valid Notice of Exercise and the Exercise Price.

9.2

Application for quotation

If the Shares are officially quoted by ASX, the Company will apply to ASX for official quotation of any Shares issued to a Participant after exercise of Options within the time prescribed by the Listing Rules but, in any event, within ten Business Days of the issue of those Shares.

9.3 Ranking

A Share issued on the exercise of any Option ranks equally with all existing Shares of that class from the date of allotment.

10 Disposal Restriction

10.1 No disposal of Options and Shares for a specified period

Except as provided in this document, a Participant may not Dispose of any interest in an Option, or Share issued on exercise of an Option, granted under this Plan until the expiry of the Disposal Period (or any longer period specified in the Offer).

10.2 Holding locks or other procedures

If the Shares issued on the exercise of Options are subject to a Disposal Restriction, the Company may implement any procedure (including a holding lock) it considers appropriate to ensure the Disposal Restriction is complied with for the period specified in the Offer.

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10.3 Restrictions cease on Change of Control Trigger Event

The Board may determine the Disposal Restriction ceases in circumstances where they consider that a Change of Control Trigger Event may occur. The Board must consider any taxation implications of a decision to remove the Disposal Restriction.

11 Notice

11.1 Method of giving notice

A notice, consent or communication under this document is only effective if it is:

• (a) in writing, signed by or on behalf of the person giving it;

• (b) addressed to the person to whom it is to be given; and

• (c) given as follows:

• (i) delivered by hand to that person’s address;

• (ii) sent to that person’s address by prepaid mail or by prepaid airmail, if the address is overseas;

• (iii) sent by fax to that person’s fax number where the sender receives a transmission confirmation report from the despatching machine indicating the transmission has been made without error and showing the relevant number of pages and the correct destination fax number or name of recipient; or

• (iv) sent by email to that person’s email address where the sender receives an email receipt or verbal confirmation from the recipient to the sender which indicates that the email was received at the email address of the recipient.

11.2 When is notice given

A notice, consent or communication given under rule 11.1 is given and received on the corresponding day set out in the table below. The time expressed in the table is the local time in the place of receipt.

If a notice is	It is given and received on
Delivered by hand or sent by fax or email	(a) that day, if delivered by 5.00pm on a Business Day; or (b) the next Business Day, in any other case.
Sent by post	(a) three Business Days after posting, if sent within Australia; or (b) seven Business Days after posting, if sent to or from a place outside Australia.

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11.3 Participant’s address for notices

A Participant’s address, fax number and email address are as shown in the Company’s records or as otherwise notified by the Participant to the Company.

11.4 Company’s address for notices

The Company’s address for notices, including the Acceptance and Notice of Exercise is as notified by the Company to the Participant.

11.5 Notices to Permitted Nominees

Any notice or direction given under this Plan to a Permitted Nominee is validly given if it is provided to the associated Eligible Participant under rule 11.1.

12 Amendment of the Plan

12.1 Amendment

Subject to rule 12.2, the Board may amend the Plan in any manner it decides.

12.2 Restrictions

The Board must not make any amendment to the Plan which would:

• (a) have the effect of materially adversely affecting or prejudicing the rights of any Participant holding Options at that time, except for amendments:

• (i) to comply with the Constitution, Corporations Act, Listing Rules or any other law affecting the maintenance or operation of the Plan;

• (ii) to correct a manifest error; or

• (iii) to address potential adverse tax implications affecting the Plan arising from changes to laws relating to taxation, the interpretation of laws relating to taxation by the relevant governmental authorities (including the release of any ruling), courts or tribunals; or

• (b) effect a change to the number of Shares to which a Participant is entitled on exercise of the Options, the Exercise Price or the Exercise Period unless permitted by the Corporations Act and the Listing Rules.

13 Termination of the Plan

The Plan may be terminated or suspended at any time by the Board and that termination or suspension will not have any effect on or prejudice the rights of any Participant holding Options at that time.

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14 Administration of the Plan

14.1 Authority to form policy and delegation

• (a) The Board may make policy and regulations for the operation of the Plan which are consistent with the Plan and may delegate necessary functions to an appropriate service provider or employee capable of performing those functions and implementing those policies.

• (b) The Board may delegate functions and powers under this Plan as it considers appropriate, for the efficient administration of the Plan, to a committee made up of a person or persons capable of performing those functions and exercising those powers.

14.2 Obligations of Board

The Board in exercising a power or discretion conferred on it by this Plan is not under a fiduciary or other obligation to any other person.

14.3 Board decisions

The decision of the Board as to the interpretation, effect or application of this Plan is final.

14.4 Board, Company and delegates may act in its absolute discretion

Where the Board, the Company or their delegates may exercise any right or discretion or make any decision under this document, it may do so in its absolute discretion, conditionally or unconditionally, and without being required to give reasons or act reasonably. Rule 14.4 applies unless this document expressly requires otherwise.

14.5 Independent advice by Board

The Board or a committee may take and rely upon independent professional or expert advice on the exercise of any of their powers or discretions under this Plan.

15 Rights of Eligible Participants and Participants

Nothing in this Plan:

• (a) confers on any Eligible Participant the right to continue as a Director, an Employee or a Consultant;

• (b) affects any rights a member of the Group may have to terminate the employment of any Employee or any agreement with a Director or Consultant; or

• (c) may be used to increase damages in any action brought against the Company or any Related Body Corporate, other than an action arising solely out of a Participant’s rights under the Plan.

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16 General

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16.1 References to Listing Rules and ASX

If the Company is not listed on ASX, all references to the Listing Rules or ASX in this document (including any obligations or right of the Company or a Participant under the Listing Rules) are to be disregarded unless otherwise provided.

16.2 Listing Rules and Constitution

• (a) This Plan, the entitlements of Participants, and any obligations of the Company, under this Plan are subject to the Constitution, the Listing Rules, the Corporations Act and any other applicable law.

• (b) Despite any other rule of this Plan, every covenant or other provision set out in an exemption from, or modification to, the provisions of the Corporations Act granted from time to time by ASIC in respect of the Plan, and required to be included in this Plan in order for the exemption or modification to have effect, is deemed to be contained in this Plan. To the extent that any covenant, or other provision deemed to be contained in this Plan is inconsistent with any other rule of this Plan, the deemed covenant or other provision will prevail.

16.3 Costs

• (a) The Company must pay all the expenses, costs and charges incurred in operating the Plan.

• (b) The Company is not responsible for any duties or taxes which may become payable in connection with the grant of Options, the issue and allotment of Shares on exercise of Options or any other dealing with Options or Shares (including, but not limited to, as a result of a transaction contemplated by rules 4.5(e) or 8.3).

16.4 Advice

Participants should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of, or relating to, participating in the Plan.

16.5 Governing law and jurisdiction

• (a) Queensland law governs this document and the rights of Participants under the Plan.

• (b) Each Participant, the Company and the Board (and their delegates) irrevocably submits to the non-exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.

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EMPLOYEE OPTION PLAN: UK SUB-PLAN (THE “UK SUB-PLAN”)

Xponential Technologies Limited (the “ Company ”)

1. Purpose

• 1.1. The purpose of this UK Sub-plan is to ensure the terms of the Company’s Employee Option Plan dated 18 June 2020 meets the requirements for approval of the Enterprise Management Incentive Scheme (“ EMI ”) by the UK tax office (HMRC, as defined below) as well as to recruit and retain key employees of Xpon Digital Limited (Registered Company Number 09791367), (the “ Employer ”) whose registered office is 10 John Street, London, United Kingdom, WC1N 2EB to contribute to the success of the Employer and the Company by their special performance and to encourage them to acquire share ownership in the Company.

• 1.2. This sub-plan must be read in conjunction with the Company’s Employee Option Plan dated 18 June 2020 (“ Employee Option Plan ”), Notice of Option Grant (“ Option Grant ”), Exercise Notice (“ Notice ”), and National Insurance Joint Election (“ NI Joint Election ”).

2. Interpretation

• 2.1. In this UK Sub-Plan, unless otherwise stated, all definitions shall be as recorded in the Plan:

• a) “ HMRC ” means Her Majesties Revenue and Customs.

• b) “ ITEPA ” means Income Tax (Earnings and Pensions) Act 2003.

• c) “ Eligible Person ” means only employees and directors who meet the Employee Eligibility requirements under Schedule 5 of the Income Tax (Earnings and Pensions) Act 2003 will qualify for the tax relief available under the Enterprise Management Incentive scheme.

• d) “ Disqualifying Event ” has the definition given by ITEPA.

• e) “ NICs ” means National Insurance Contributions.

• f) “ Option holder ” means an individual who holds a right to acquire shares granted under this UK Sub-Plan or, where applicable, that individual's personal representatives who has legally accepted office of appointment for the individual.

3. Terms of Options

• 3.1. It is acknowledged that the share options are granted in accordance with the provisions of Schedule 5 of ITEPA.

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• 3.2. In the event that the interpretation and terms of the options within Articles 2 and 3 of the UK Sub-Plan contradict the terms of the Employee Option Plan and/or Option Grant, then the UK Sub-Plan will take precedence.

• 3.3. To the extent that legal terms used in the Employee Option Plan differ to those in this UK Sub-Plan then the equivalent provision under English law shall prevail.

4. Withholding Tax

• 4.1. Each Option Grant shall include the Option holder’s irrevocable agreement to:

• a) pay to the Company or Employer (as appropriate) the amount of any tax liability; or

• b) enter into arrangements to the satisfaction of the Company or Employer (as appropriate) for payment of any tax liability.

• 4.2. Unless the Employer directs that it shall not, each Option Grant shall include the Option holder’s irrevocable agreement that:

• a) the Company or Employer (as appropriate) may recover the whole or any part of any Employer NICs from the Option holder; and

• b) at the request of the Company or Employer, the Option holder shall elect (using a form approved by HMRC) that the whole or any part of the liability for Employer NICs shall be transferred to the Option holder.

• 4.3. If an Option holder does not fulfil their obligations under either paragraph above in respect of any tax liability arising from the exercise of an option within seven days after the date of exercise and shares are readily saleable at that time, the Company shall withhold sufficient shares from the shares that would otherwise be delivered to the Option holder. The Option holder’s obligations above shall not be affected by any failure of the Company to withhold shares.

• 4.4. Option holders shall have no rights to compensation or damages on account of any tax or NICs liability that arises or is increased (or is claimed to arise or be increased) in whole or in part because of:

  • a) any grant limitation on any option intended to be an EMI Option;

  • b) any decision of HMRC that an option does not meet the requirements of Schedule 5 of ITEPA and is therefore not an EMI Option, however that decision may arise;

  • c) any Disqualifying Event, however that event may be caused;

  • d) the timing of any decision by the Board to permit exercise of an option;

  • e) any failure by the Board to give notice of a Disqualifying Event; or

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f) the timing of any notice given by the Board of a Disqualifying Event.

• 4.5. Each Option Grant shall include the Option holder’s irrevocable agreement to enter into a joint election under section 431(1) or 431(2) of ITEPA 2003 in respect of the shares to be acquired on exercise of the relevant option, if required to do so by the Company or Employer, on or before any date of exercise of the option.

• 4.6. Each Option Grant shall include a power of attorney appointing the Company as the Option holder’s agent and attorney for the purposes of this Article 4.

5. Type of Share

The option is a right to acquire Ordinary Shares in the Company as set out in rule 5 (a) and as defined in rule 11 of the Employee Option Plan.

6. Maximum Option Value

Each employee may be issued unexercised qualifying EMI Options with a market value of no more than £250,000. The market value is taken at the date of grant. A maximum of £3,000,000 unrestricted market value of options may be granted by the Company as a whole.

7. Exercise Price

The Exercise Price is set out in the Option Grant. Any tax due in these circumstances is payable by the Option holder to HMRC.

8. Exercisability

The option may be exercised in accordance with the Employee Option Plan, Option Grant, Notice and the Joint Election.

9. Disqualifying Event

If a Disqualifying Event arises the options’ tax advantages will be lost unless options are exercised within 90 days of the disqualifying event. The Administrator, in its sole discretion, will determine whether the options are able to be exercised within 90 days of the disqualifying event to ensure the tax advantages are preserved. Where any action is required in relation to this UK Sub-Plan by the board of directors of the Employer (the “ UK Board ”) then the UK Board, or the board of directors of the Company, shall administer the UK Sub-Plan as necessary.

10. Restrictions

The Employee Option Plan, UK Sub-Plan and Option Grant will include details of any relevant restriction, being a provision included in any contract, agreement, arrangement or condition

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(including the articles of association of the Company) to which any of section 423(2), 423(3) and 423(4) of ITEPA 2003 would apply if references in them to employment-related securities were references to shares.

11. Amendments to Options

• 11.1 Any changes that are a variation in the terms of the options and which increase the value of the shares that may be acquired under options, or result in the conditions of Schedule 5 no longer being met will be a Disqualifying Event.

• 11.2 If there is a change to any of the fundamental terms of an option to improve the rights of the option holder and the change is more than “de minimis”, the change will amount to the grant of a new option. Some of the fundamental terms of an option include, but are not limited to, a change in the number of shares to be acquired, the price at which they are to be acquired and when they can be acquired.

• 11.3 The Option holder may not assign or otherwise transfer or pledge any rights under this UK Sub-Plan. For the avoidance of doubt this includes, but is not limited to, a nominee, trustee, family trust and also includes being paid a cash amount wholly or in part in exchange for options. In the event of the death of an Option holder, the personal representatives of the deceased must exercise the option(s) within 12 months of the date of Option holder’s death.

• 11.4 Exercise Conditions will be set out in the Option Grant.

12. Third Party Rights

• 12.1 A person who is not a party to a share option shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where these rights arise under any rule of the Employee Option Plan for any employer company of the option holder that is not a party to an option.

• 12.2 This does not affect any right or remedy of a third party that exists, or is available, apart from the Contracts (Rights of Third Parties) Act 1999.

• 12.3 The rights of the parties to an option to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the share option as a result of the Contracts (Rights of Third Parties) Act 1999.

13. Data Protection

• 13.1 In accepting the offer, by signing the Option Grant each option holder consents to the collection, holding, processing and transfer of their personal data by the Company or the Employer or any group company for all purposes connected with the operation of the Employee Option Plan or the UK Sub-Plan.

• 13.2 The purposes of the Employee Option Plan referred to above include, but are not limited to:

• a) holding and maintaining details of the option holder's options;

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• b) transferring the option holder's personal data to the trustee of an employee benefit trust, the Company's registrars or brokers or any administrators of the Employee Option Plan;

• c) transferring the option holder's personal data to a bona fide prospective buyer of the Company or the Employer or business unit (or the prospective buyer's advisers), provided that the prospective buyer, and its advisers, irrevocably agree to use the option holder's personal data only in connection with the proposed transaction and in accordance with the data protection principles set out in the Data Protection Act 2018; and

• d) transferring the option holder's personal data under the provisions above to a person who is resident in a country or territory outside the UK that may not provide the same statutory protection for the information as the UK.

14. Governing Law

This UK Sub- Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

15.

Jurisdiction

• 15.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with, this UK Sub-Plan or its subject matter or formation (including non-contractual disputes or claims).

• 15.2 Each party irrevocably consents to any process in any legal action or proceedings under the paragraph above being served on it in accordance with the provisions of the Employee Option Plan relating to service of notices. Nothing contained in this UK Sub-Plan shall affect the right to serve process in any other manner permitted by law.

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