Exhibit 10.5


 





 



 


FORAFRIC
2022 LONG TERM


EMPLOYEE
SHARE INCENTIVE PLAN


 





 



 







Board
adoption: [    ] 2022


Shareholders’
approval: [    ] 2022


 




    	 



     


    

 


CONTENTS


 





 



 


CLAUSE


 


	1.	Interpretation	2
	2.	Grant
    of Awards	7
	3.	Performance
    Condition	8
	4.	Overall
    grant limits	9
	5.	Release
    Date	9
	6.	Suspension
    of Awards	10
	7.	Circumstances
    in which malus and clawback can apply	10
	8.	Operation
    of malus and clawback	12
	9.	Exercise
    of Options	14
	10.	Manner
    of exercise of Options	14
	11.	Settlement
    of Awards	15
	12.	Holding
    Period	16
	13.	Alternative
    methods of settlement of Awards	16
	14.	Lapse
    of Awards	16
	15.	Termination
    of employment (Options)	18
	16.	Takeovers
    and liquidations	20
	17.	Forafric
    2021 Long Term Employee Share Incentive Plan	23
	18.	Exchange
    of Awards	23
	19.	Variation
    of share capital	23
	20.	Tax
    liabilities	25
	21.	Relationship
    with employment contract	26
	22.	Notices	26
	23.	Administration
    and amendment	27
	24.	Third
    party rights	29
	25.	Data
    protection	29
	26.	Governing
    law	29
	27.	Jurisdiction	29


 




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Rules
of the FORAFRIC 2022 LONG TERM EMPLOYEE
SHARE INCENTIVE PLAN.


 


Established
by resolution of the board of directors of the Company on [    ] 2022.


 


Approved
by way of special resolution at a general meeting of shareholders on [     ] 2022.


 


	1.	Interpretation


 


The
following definitions and rules of interpretation apply in the Plan.


 


	1.1	Definitions


 


Acquiror:
a person who obtains Control of the Company either alone or together with persons acting in concert.


 


Adoption
Date: the date of the approval of the Plan by the
Company’s shareholders.


 


Agreed
Performance Targets: shall mean the Company’s performance targets specified in Schedule 1
of this Plan which shall be included as Performance Conditions.


 


Award:
any of the following:


 


	 	a)	a
    Nominal Cost Option; or
	 	 	 
	 	b)	a
    Phantom Option.


 


Award
Certificate: a certificate setting out the terms
of an Award, in accordance with rule 2.4.


 


Award
Holder: an individual who holds an Award or, where
applicable, that individual’s personal representatives.


 


Base
Price: 50% of the nominal value of a Share, which
is deducted from the Market Value of a Share in order to determine the amount due to the Award Holder who exercises a Phantom Option.


 


Board:
the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the
Plan.


 


Business
Day: a day other than a Saturday, Sunday or public
holiday in Gibraltar when banks in Gibraltar are open for business.


 


Cash-settled
Award: means a Phantom Option.


 


Clawback
Amount: an amount of value determined in accordance
with rule 8.


 


Closed
Period: has the same meaning as in GIB MAR.


 




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Company:
Forafric Global PLC, registered in Gibraltar with company number [     ].


 


Control:
shall be as defined as follows (and the expression change of Control shall be construed accordingly):


 


In
relation to a body corporate (“company A”), “control” means the power of a person (“P”) to secure—


 


(a)
by means of the holding of shares or the possession of voting power in relation to that or any other body corporate, or


 


(b)
as a result of any powers conferred by the articles of association or other document regulating that or any other body corporate,


 


that
the affairs of company A are conducted in accordance with P’s wishes.


 


Dealing
Day: in the event that the shares of the Company
are listed on a major stock exchange, a day on which such exchange is open for business.


 


EBITDA:
Earnings before interest, taxes, depreciation and
amortisation.


 


Employee:
any individual who is an employee (including an executive director) of a Group Company.


 


Employer
Company: the Award Holder’s employer or former
employer as applicable.


 


Employment
Period: the period that starts on the Grant Date
and ends on such date as the Board may specify, not being earlier than the second anniversary of the date on which the Award Holder became
an Employee.


 


Exercise
Date: in relation to an Option, the date on which
it is exercised.


 


Exercise
Notice: a document in a form approved by the Board
that the Award Holder must sign and return to the Company in order to exercise an Option.


 


Exercise
Price: the price at which each Share subject to
a Nominal Cost Option may be acquired on the exercise of that Option.


 


Existing
Award: an option or any other right or award under
which shares in the Company may be acquired or received, granted under any Share Incentive Scheme (including the Plan).


 


GIB
MAR: the retained EU law version of the Market Abuse
Regulation which applies in Gibraltar from the end of the Brexit transition period.


 


Grant
Date: the date on which an Award is, was, or is
to be granted.


 


Group:
the Company and any Subsidiary from time to time.


 


Group
Company: any member of the Group.


 




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Holding
Period: the period set out in an Award Certificate
that starts on the Release Date and ends on such date as the Board may specify, not being earlier than the date on which any restrictions
which apply to Award Holders selling Shares received under a share incentive plan expire under any applicable Listing Rules .


 


Listing
Rules: the listing rules and requirements (as amended
from time to time) issued by a major stock exchange upon which the Shares in the Company are listed.


 


Market
Value: whichever of the following applies:


 


a) For
the purposes of calculating on any Exercise Date or Release Date on which Shares are listed on a major stock exchange: the payment due
from a Phantom Option ; or the Market Value of a Share for the purposes of rule 13, the Company may use any actual price or the average
price at which transactions in Shares took place on the relevant stock exchange on that day.


 


b) For
the purposes of calculating the Market Value of Shares for the purposes of rule 8, Market Value means the middle-market quotation of
a Share on the day on which the Market Value is measured (if Shares were listed on a major stock exchange on that day) or if that day
is not a Dealing Day, on the immediately preceding Dealing Day.


 


c) If
Market Value has to be determined in relation to any day on which Shares are not listed on a major stock exchange, the Board shall determine
it to its satisfaction in accordance with applicable accounting principles.


 


Nominal
Cost Option: an Option to acquire Shares for payment
of an Exercise Price equal to 50% of their nominal value.


 


Nominee:
the person (including a trustee) nominated from time to time by the Board to hold Shares on behalf of an Award Holder subject to the
rules.


 


Nominee
Agreement: a document in a form approved by the
Board and executed by the Nominee, the Award Holder and the Company that sets out the terms on which the Nominee holds Shares.


 


Option:
a Nominal Cost Option or a Phantom Option.


 


Performance
Condition: a condition that complies with rule 3
and:


 


a) must
be satisfied before an Award can be Released;


 


b) is
linked to the achievement of challenging performance over a period of at least four years and has the intention of enhancing shareholder
value; and


 


c) is
specified in the Award Certificate under rule 2.4.


 


Performance
Measurement Date: the date on which the Board determines
that any Performance Condition on the Release of the Award has been satisfied, unless an earlier event occurs to cause the Award to lapse
or be Released. This date may not be:


 


a) earlier
than the first day after the end of the Performance Period; or


 


b) later
than the sixth anniversary of the Adoption Date.


 




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For
the avoidance of doubt, an Award may have more than one Performance Measurement Date.


 


Performance
Period: the period over which performance is measured
to determine whether a Performance Condition has been achieved, which shall end no later than four years from the Adoption Date.


 


Phantom
Option: an Option to receive a cash payment on exercise
equal to the Market Value of a specified number of Shares minus the Base Price.


 


Plan:
the employee share plan constituted and governed by these rules, as amended from time to time.


 


Release:
means that an Option becomes exercisable in accordance with rule 9;


 


Releasable
Number: has the meaning given in rule 16.1.


 


Release
Date: is the date on which Release takes place and
is determined in rule 5.3.


 


Relevant
Restriction: a restriction stated in an Award Certificate
that applies to Shares issued or transferred pursuant to the Award.


 


Rollover
Period: the period determined by the Board during
which an Award Holder can release an Award as set out in rule 18.


 


Salary:
in relation to an Employee at any time means the rate of basic annual salary payable to that Employee by Group Companies.


 


Share-settled
Award: means a Nominal Cost Option.


 


Share
Incentive Scheme: any arrangement to provide Employees
with Shares.


 


Shares:
ordinary shares of USD 0.001 each in the Company (subject to rule 19).


 


SICs:
social insurance contributions (or the equivalent in any jurisdiction).


 


Subsidiary:
a subsidiary as defined in s2(1) of the Companies Act 2014.


 


Tax
Authority: the Income Tax Office in Gibraltar or,
where relevant, the equivalent tax authority in another jurisdiction.


 


Taxable
Event: any event or circumstance that gives rise
to a liability for the Award Holder to pay income tax and SICs or either of them (or their equivalents in any jurisdiction) in respect
of or in connection with :


 


a.
the Award, including its Release, exercise, assignment or surrender for consideration, any tax elections made, or the receipt of any
benefit in connection with it;


 


b.
any Shares (or other securities or assets):


 


	 	(i)	earmarked or held to satisfy the Award;
	 	 	 
	 	(ii)	acquired on Release or exercise of the Award;
	 	 	 
	 	(iii)	acquired as a result of holding the Award; or




 




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	 	(iv)	acquired in consideration of the assignment or surrender of
the Award; and




 


c.
any securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in paragraph
(b).


 


Tax
Liability: the total of any income tax, SICs or
further taxes (or their equivalents in any jurisdiction) for which any Employer Company is or may be liable to account (or reasonably
believes it is or may be liable to account) as a result of any Taxable Event.


 


Year:
a financial year of the Company.


 


	1.2	Rule
    headings shall not affect the interpretation of the rules.
	 	 
	1.3	A
    person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
	 	 
	1.4	The
    Schedules form part of the rules and shall have effect as if set out in full in the body of the rules. Any reference to the rules
    includes the Schedules.
	 	 
	1.5	A
    reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or
    established.
	 	 
	1.6	Unless
    the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
	 	 
	1.7	Unless
    the context otherwise requires, a reference to one gender shall include a reference to the other genders.
	 	 
	1.8	A
    reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
	 	 
	1.9	A
    reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute
    or statutory provision.
	 	 
	1.10	A
    reference to writing or written includes fax and email.
	 	 
	1.11	A
    reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement
    or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.
	 	 
	1.12	References
    to rules are to rules of the Plan.


 




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	1.13	Any
    words following the terms including, include, in particular, for example or any similar expression shall
    be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those
    terms.
	 	 
	2.	Grant
    of Awards
	 	 
	2.1	Subject
    to the rules, the Company may grant an Award to any Employee it chooses during:


 


	 	(a)	the
    period after the Adoption Date;
	 	 	 
	 	(b)	any
    period of 42 days immediately following the end of a Closed Period; and
	 	 	 
	 	(c)	any
    other period in which the Board has decided to grant an Award due to exceptional circumstances which justify such a decision.


 


	2.2	The
    Company may not grant Awards:


 


	 	(a)	during
    a Closed Period; or
	 	 	 
	 	(b)	after
    the fourth anniversary of the Adoption Date.


 


	2.3	The
    Company may not grant an Award that does not comply with any applicable directors’ remuneration policy which may be in place
    among the Group.
	 	 
	2.4	The
    Company shall grant an Award by executing an Award Certificate as a deed in a form approved by the Board. Each Award Certificate
    shall (without limitation):


 


	 	(a)	state
    the Grant Date of the Award;
	 	 	 
	 	(b)	state
    the number of Shares in relation to which the Award is granted;
	 	 	 
	 	(c)	state
    whether the award is a Nominal Cost Option or a Phantom Share Option;
	 	 	 
	 	(d)	if
    the Award is a Nominal Cost Option, state the Exercise Price;
	 	 	 
	 	(e)	if
    the Award is a Phantom Share Option, state the Base Price;
	 	 	 
	 	(f)	state
    the date when the relevant Option will lapse, assuming that no event occurs to cause it to lapse earlier. This date may not be later
    than the tenth anniversary of the Grant Date;
	 	 	 
	 	(g)	specify
    the Performance Conditions set under rule 3, any other conditions to which the Award is subject and the Performance Period;
	 	 	 
	 	(h)	specify
    the Employment Period;
	 	 	 
	 	(i)	if
    the Award is a Share-settled Award, specify the Holding Period (if any);


 




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	 	(j)	include
    a statement that the Award is subject to the rules (which shall be incorporated in the Award Certificate by reference);
	 	 	 
	 	(k)	state
    any Relevant Restriction;
	 	 	 
	 	(l)	state
    that the Exercise Notice shall include the terms required by rule 8.9 and rule 20; and
	 	 	 
	 	(m)	include
    summaries of rule 14 and rule 20.


 


	2.5	No
    amount shall be paid by an Employee for the grant of an Award.
	 	 
	3.	Performance
    Condition
	 	 
	3.1	On
    the Grant Date of any Award, the Board shall include the Agreed Performance Targets as Performance Conditions for the Award and shall
    specify any further appropriate Performance Conditions for the Award as the Board deems necessary.
	 	 
	3.2	The
    Board may vary or waive any Performance Condition, provided that any varied Performance Condition shall be (in the reasonable opinion
    of the Board):


 


	 	(a)	a
    fairer measure of performance than the original Performance Condition, as judged at the time of the variation;
	 	 	 
	 	(b)	no
    more difficult to satisfy than the original Performance Condition was at the Grant Date; and
	 	 	 
	 	(c)	not
    materially easier to satisfy than the original Performance Condition was at the Grant Date, unless the variation of the Performance
    Condition has been approved in advance by the Company in general meeting.


 


	3.3	rule
    3.2 shall not permit the general waiver by the Board of Performance Conditions on:


 


	 	(a)	cessation
    of employment;
	 	 	 
	 	(b)	the
    occurrence of any event permitting the Release of Awards under rule 16; or
	 	 	 
	 	(c)	the
    exchange of Awards for New Awards under rule 18.


 


	3.4	The
    Board shall determine whether, and to what extent, the Performance Condition has been satisfied:


 


	 	(a)	on
    the Performance Measurement Date, which shall be as soon as reasonably possible after the end of the Performance Period;
	 	 	 
	 	(b)	as
    soon as reasonably possible following the death of an Award Holder in order to apply the reduction required by rule 15.3(b); or
	 	 	 
	 	(c)	in
    order to determine the Releasable Number in accordance with rule 16.1.


 




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	3.5	The
    Board shall notify the Award Holder within a reasonable time after the Board becomes aware of the relevant information:


 


	 	(a)	whether
    (and, if relevant, to what extent) the Performance Condition has been satisfied;
	 	 	 
	 	(b)	of
    any subsequent change in whether, or the extent to which, the Performance Condition has been satisfied;
	 	 	 
	 	(c)	when
    that Performance Condition has become incapable of being satisfied, in whole or in part; and
	 	 	 
	 	(d)	of
    any waiver or variation of that Performance Condition under rule 3.2.


 


	3.6	If
    the Board considers that a Performance Condition has become incapable of being satisfied, in whole or in part, that Award, or the
    appropriate part of it, shall lapse immediately.
	 	 
	4.	Overall
    grant limits
	 	 
	4.1	The
    total number of Shares reserved and available for issuance under the Plan shall not exceed [NUMBER].
	 	 
	4.2	The
    Company shall at all times keep available for issue sufficient authorised but unissued Shares to permit the exercise of all unexercised
    Options under which Shares may be issued and allotted in satisfaction of the exercise of Options.
	 	 
	5.	Release
    Date
	 	 
	5.1	The
    Board shall specify in the Award Certificate the Employment Period, the Performance Period and the Holding Period (in relation to
    Share-settled Awards which may require a Holding Period under any applicable Listing Rules).
	 	 
	5.2	As
    soon as reasonably practicable after the end of the Performance Period, the Board will determine the extent to which the Performance
    Conditions have been satisfied. The date of that determination is the Performance Measurement Date and (subject to rule 5.3 and rule
    6.1), the Awards will be Released on the Release Date or lapse accordingly, in whole or in part.


 




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	5.3	The
    Release Date shall be the later of the Performance Measurement Date, and the first Dealing Day following the end of the Employment
    Period. However, if that date falls in a Closed Period, the Release Date will be the first Dealing Day following the end of that
    Closed Period.
	 	 
	6.	Suspension
    of Awards
	 	 
	6.1	Subject
    to rule 6.2, an Award shall not be Released, and an Award Holder may not exercise an Option, at any time:


 


	 	(a)	while
    disciplinary proceedings by any Group Company are underway against the Award Holder; or
	 	 	 
	 	(b)	while
    any Group Company is investigating the Award Holder’s conduct and may as a result begin disciplinary proceedings.


 


	6.2	The
    Company shall not unfairly frustrate a valid Release of an Award or exercise of an Option by the inappropriate application of any
    provision of rule 6.1.
	 	 
	6.3	For
    the avoidance of doubt, and subject to rule 5.3, an Award that was not Released on its expected Release Date due to the application
    of rule 6.1 shall be Released if the Board so determines following the conclusion of the disciplinary proceedings or investigation.
    The Release Date of that Award shall be the date of the Board’s determination, or, if that date falls in a Closed Period, the
    first Dealing Day following the end of that Closed Period.
	 	 
	6.4	An
    Award Holder who gives or receives notice of termination of employment before the Release Date (whether or not lawful) may not exercise
    an Option at any time while the notice remains effective.
	 	 
	6.5	No
    Award shall be Released during a period when the Award Holder is on notice of termination of employment (whether or not lawful).
    An Award that would otherwise have been Released during such a period shall instead be Released when and if the notice ceases to
    be effective.
	 	 
	7.	Circumstances
    in which malus and clawback can apply
	 	 
	7.1	rule
    7 applies in relation to an Award if:


 


	 	(a)	either
    or both rule 7.2 and rule 7.3 apply; and
	 	 	 
	 	(b)	rule
    7.4 applies.


 




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	7.2	This
    rule 7.2 applies in relation to an Award if the Board, at its discretion, determines that any of the following circumstances exist:


 


	 	(a)	the
    Award Holder has participated in or was responsible for conduct which resulted in significant losses to a Group Company;
	 	 	 
	 	(b)	the
    Award Holder has failed to meet appropriate standards of fitness and propriety;
	 	 	 
	 	(c)	the
    Company has reasonable evidence of fraud or material dishonesty by the Award Holder;
	 	 	 
	 	(d)	the
    Company has become aware of any material wrongdoing on the part of the Award Holder;
	 	 	 
	 	(e)	the
    Award Holder has acted in any manner which in the opinion of the Board has brought or is likely to bring any Group Company into material
    disrepute or is materially adverse to the interests of any Group Company;
	 	 	 
	 	(f)	there
    is a breach of the Award Holder’s employment contract that is a potentially fair reason for dismissal;
	 	 	 
	 	(g)	the
    Award Holder is in breach of a fiduciary duty owed to any Group Company;
	 	 	 
	 	(h)	an
    Award Holder who has ceased to be an Employee was in breach of their employment contract or fiduciary duties in a manner that would
    have prevented the grant or Release of the Award had the Company been aware (or fully aware) of that breach, and of which the Company
    was not aware (or not fully aware) until after both:


 


	 	(i)	the
    Award Holder’s ceasing to be an Employee; and
	 	 	 
	 	(ii)	the
    time (if any) when the Board decided to permit the Release of the Award or the exercise of the Option; or


 


	 	(i)	there
    was a material error in:



 


	 	(i)	determining
    whether the Award should be made;
	 	 	 
	 	(ii)	determining
    the size and nature of the Award; or
	 	 	 
	 	(iii)	assessing
    the extent to which any Performance Condition was satisfied on the Performance Measurement Date.


 


	7.3	This
    rule 7.3 applies in relation to an Award if the Board, at its discretion, determines that either of the following circumstances exist:


 


	 	(a)	a
    Group Company mis-stated any financial information (whether or not audited) for any part of any Year that was taken into account
    in:


 


	 	(i)	determining
    whether the Award should be made;
	 	 	 
	 	(ii)	determining
    the size and nature of the Award; or
	 	 	 
	 	(iii)	assessing
    the extent to which any Performance Condition was satisfied on the Performance Measurement Date; or


 




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	 	(b)	a
    Group Company or business unit that employs or employed the Award Holder, or for which the Award Holder is responsible, has suffered
    a material failure of risk management.


 


	7.4	This
    rule 7.4 applies in relation to an Award if the Board, at its discretion, determines that, if the circumstances mentioned in rule
    7.2 or rule 7.3 had existed, and the Board had been fully aware that they existed:


 


	 	(a)	at
    the Grant Date, or
	 	 	 
	 	(b)	in
    the case of an Award that has already been Released, at the Release Date,


 


then:


 


	 	(c)	the
    Board would not have granted the Award;
	 	 	 
	 	(d)	the
    Board would have granted the Award in relation to a smaller number of Shares; or
	 	 	 
	 	(e)	in
    the case of an Award that has already been Released:


 


	 	(i)	it
    would not have been Released at all, or
	 	 	 
	 	(ii)	it
    would have been Released in relation to a smaller number of Shares.


 


	7.5	If
    the Board makes a determination in relation to an Award under rule 7, it must do so within three years of its becoming aware of the
    circumstances mentioned in rule 7.2 or rule 7.3.
	 	 
	8.	Operation
    of malus and clawback
	 	 
	8.1	This
    rule 8 applies to an Award if rule 7 applies to the Award.
	 	 
	8.2	If
    at the date of the determination under rule 7.4, an Option comprising an Award has not yet been exercised, the Board may determine
    to cancel the Award or reduce it by such number of Shares as the Board considers to be fair and reasonable, taking account of all
    circumstances that the Board considers to be relevant.
	 	 
	8.3	If
    at the date of the determination under rule 7.4, an Option comprising an Award has been exercised, the Board may determine a Clawback
    Amount in relation to the Award.


 




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	8.4	The
    Clawback Amount shall be such amount as the Board considers to be fair and reasonable, taking account of all circumstances that the
    Board considers to be relevant, but shall not be more than, in relation to an Option that has been exercised, the greater of:


 


	 	(i)	the
    Market Value of the Shares measured on the date the Option was exercised, and
	 	 	 
	 	(ii)	the
    Market Value of the Shares measured on the date of the determination


 


minus
the Base Price or Exercise Price (as the case may be).


 


	8.5	If
    the Award Holder has paid or is liable to pay any income tax or SICs in relation to the Award or the Shares and which cannot be recovered
    from or repaid by the Tax Authority (whether directly or indirectly), the Board may in its discretion decide to reduce the Clawback
    Amount to take account of this amount. In deciding whether to reduce the Clawback Amount, the Board shall take account of such factors
    it thinks fit, which may include market practice, corporate governance rules and guidelines, and the expectations of shareholders.
	 	 
	8.6	For
    the avoidance of doubt, the Board is not obliged to determine a Clawback Amount in relation to any particular Award, even if the
    Board does determine a Clawback Amount in relation to other Awards to the same or other Award Holders which had the same Grant Date
    or Release Date.
	 	 
	8.7	The
    Award Holder shall reimburse the Company for the Clawback Amount, in any way acceptable to the Board, on or as soon as possible after
    the Board determines a Clawback Amount in relation to the Award. If the Award Holder fails to reimburse the Company within 30 days
    after the determination, the Company shall obtain reimbursement from the Award Holder in any (or any combination) of the following
    ways:


 


	 	(a)	by
    reducing or cancelling any Options that the Award Holder has not exercised;
	 	 	 
	 	(b)	by
    reducing or cancelling any cash bonus payable to the Award Holder by any Group Company;
	 	 	 
	 	(c)	by
    reducing or cancelling any future or existing award made or option granted to the Award Holder under any other Share Incentive Scheme
    or bonus scheme operated by any Group Company;
	 	 	 
	 	(d)	by
    requiring the Award Holder to make a cash payment to a Group Company; or
	 	 	 
	 	(e)	by
    reducing the Award Holder’s Salary.


 




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	8.8	If
    the Award Holder participates in another Share Incentive Scheme or bonus scheme operated by a Group Company, and that other scheme
    contains a provision that has a similar effect to this rule 8, the Board may give effect to that provision by reducing or cancelling
    any Options that the Award Holder has not exercised.
	 	 
	8.9	It
    is a condition of the exercise of an Option that the Award Holder sign an Exercise Notice declaring an irrevocable agreement to the
    terms of rule 8.
	 	 
	9.	Exercise
    of Options
	 	 
	9.1	An
    Award Holder may not exercise an Option before the later of:


 


	 	(a)	its
    Release Date;
	 	 	 
	 	(b)	the
    time when it becomes exercisable under rule 15; and
	 	 	 
	 	(c)	the
    time when it becomes exercisable under rule 16.


 


	9.2	An
    Award Holder may only exercise an Option to the extent that the relevant Performance Conditions are achieved, and any other condition
    stated in the Award Certificate is satisfied.
	 	 
	9.3	An
    Award Holder may not exercise an Option at a time when its exercise is prohibited by, or would be a breach of, any applicable Listing
    Rules or GIB MAR or any other law or regulation with the force of law, or other rule, code or set of guidelines (such as a personal
    dealing code adopted by the Company).
	 	 
	9.4	An
    Award Holder may not exercise an Option without having signed the Exercise Notice and made any arrangements, or entered into any
    agreements, that may be required and are referred to in rule 8 and rule 20.
	 	 
	10.	Manner
    of exercise of Options
	 	 
	10.1	The
    Award Holder shall exercise an Option by giving an Exercise Notice to the Company setting out the number of Shares over which the
    Award Holder wishes to exercise the Option. If that number exceeds the number over which the Option may be validly exercised at the
    time, the Company shall:


 


	 	(a)	treat
    the Option as exercised only in respect of that lesser number; and
	 	 	 
	 	(b)	refund
    any excess amount paid to exercise the Option or meet any Tax Liability.


 




    	14



     


    

 


	10.2	The
    Exercise Notice shall be accompanied by both of the following:


 


	 	(a)	in
    relation to a Nominal Cost Option payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in
    the notice;
	 	 	 
	 	(b)	any
    payment required under rule 20,


 


unless
the Award Holder has entered into binding alternative arrangements to secure the payment of those amounts which are satisfactory to the
Board.


 


	10.3	The
    Exercise Notice shall contain or be accompanied by:


 


	 	(a)	(if
    the Option is exercised before the end of an applicable Holding Period), the Nominee Agreement; and
	 	 	 
	 	(b)	any
    documents relating to arrangements or agreements required under rule 8 and rule 20.


 


	10.4	Any
    Exercise Notice shall be invalid:


 


	 	(a)	to
    the extent that it is inconsistent with the Award Holder’s rights under these rules and the Award Certificate;
	 	 	 
	 	(b)	if
    any of the requirements of rule 10.1, rule 10.2 or rule 10.3 are not met; or
	 	 	 
	 	(c)	if
    any payment referred to in rule 10.2 is made by a cheque that is not honoured on first presentation or that fails in any other manner
    to transfer the expected value to the Company.


 


The
Company may permit the Award Holder to correct any defect referred to in rule 10.4 (but shall not be obliged to do so). The date of any
corrected Exercise Notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.


 


	11.	Settlement
    of Awards
	 	 
	11.1	This
    rule 11 is subject to rule 13.
	 	 
	11.2	Within
    30 days after the valid exercise of a Nominal Cost Option, the Company shall allot and issue the relevant Shares to the Award Holder
    (or to the Nominee in the event that an Option is exercised prior to the expiry of an applicable Holding Period).


 




    	15



     


    

 


	11.3	If
    the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares
    allotted to be listed or admitted to trading on that exchange as soon as practicable.
	 	 
	11.4	Within
    30 days after the valid exercise of a Phantom Option, the Company shall pay (or procure the payment) to the Award Holder of the amount
    of cash due under the Award. The Company shall make such deductions from the payment as are required by law, including any withholding
    taxes, in accordance with rule 20.
	 	 
	12.	Holding
    Period
	 	 
	 	During
    a Holding Period, the Award Holder may not transfer, assign, charge or otherwise dispose of the beneficial interest in the Shares
    Released under a Share-settled Award (including any Shares acquired on the exercise of an Option) except:


 


	 	(a)	with
    the permission of the Board;
	 	 	 
	 	(b)	in
    order to raise sufficient funds to pay a Tax Liability in relation to the Shares so Released;
	 	 	 
	 	(c)	in
    order to raise sufficient funds to pay the Exercise Price of a Nominal Cost Option; or
	 	 	 
	 	(d)	where
    rule 8, rule 16 or rule 18 apply.


 


	13.	Alternative
    methods of settlement of Awards
	 	 
	13.1	Instead
    of delivering the number of Shares specified in the relevant Exercise Notice the Company may settle the exercise of a Nominal Cost
    Option in cash in the following manner:


 


	 	(a)	multiply
    the number of Shares in relation to which the Award has been Released by the Market Value of a Share on the Release Date;
	 	 	 
	 	(b)	deduct
    any Tax Liability and pay the resulting amount to the Award Holder; and
	 	 	 
	 	(c)	refund
    the amount of any payment the Award Holder may have made in respect of the Tax Liability.


 


	14.	Lapse
    of Awards
	 	 
	14.1	Other
    than pursuant to rule 12, an Award Holder may not transfer or assign, or create any charge or other security interest over an Award
    (or any right arising under it). An Award shall lapse if the Award Holder attempts to do any of those things. However, this rule
    14.1 does not prevent the transmission of an Award to an Award Holder’s personal representatives on the death of the Award
    Holder.


 




    	16



     


    

 


	14.2	An
    Award shall lapse on the earliest of the following:


 


	 	(a)	any
    attempted action by the Award Holder falling within rule 14.1;
	 	 	 
	 	(b)	when
    the Board decides in accordance with rule 3.6, to the extent that the Performance Condition has become wholly or partly incapable
    of being met;
	 	 	 
	 	(c)	any
    date on which the Award shall lapse, as specified in the Award Certificate;
	 	 	 
	 	(d)	to
    the extent necessary to give effect to any reduction or cancellation under rule 8;
	 	 	 
	 	(e)	to
    the extent required by rule 15, the date the Award Holder dies or ceases employment;
	 	 	 
	 	(f)	the
    first anniversary of the Award Holder’s death;
	 	 	 
	 	(g)	the
    end of the 90-day period, if rule 15.4 or rule 15.6 applies;
	 	 	 
	 	(h)	if
    the Board decides under rule 15.5 that it will not permit the Award Holder to exercise the Option, the date the Board so decides;
	 	 	 
	 	(i)	the
    end of the 90-day period during which exercise is permitted, if the Board decides under rule 15.5 that it will permit the Award Holder
    to exercise the Option;
	 	 	 
	 	(j)	if
    the Award Holder ceases to be an Employee during the Employment Period in circumstances where rule 15.5 applies, 90 days after the
    Award Holder so ceases to be an Employee, if the Board makes no decision under the applicable rule;
	 	 	 
	 	(k)	if
    the Award Holder ceases to be an Employee after the end of the Employment Period, 90 days after the later of:
	 	 	 
	 	(i)	the
    date of so ceasing; and
	 	 	 
	 	(ii)	the
    Release Date;
	 	 	 
	 	(l)	the
    time specified for the lapse of the Award under rule 16 if any part of that rule 16 applies;
	 	 	 
	 	(m)	If
    the Board so determines under rule 19.3; or
	 	 	 
	 	(n)	when
    the Award Holder becomes bankrupt, applies for an interim order, proposes or makes a voluntary arrangement under the Insolvency Act
    2011 of Gibraltar, or takes similar steps or is similarly affected under the laws of any jurisdiction.


 




    	17



     


    

 


	15.	Termination
                                            of employment (Options)
	 	 
	15.1	rule
                                            15 applies to Options.
	 	 
	15.2	If
                                            an Award Holder:



 


		(a)	dies
                                            while an Employee; or
	 	 	 
		(b)	ceases
                                            to be an Employee (whether or not following notice and for whatever reason)



 


before
the end of the Employment Period, the Option shall lapse immediately in respect of a number of Shares. That number is calculated in accordance
with the formula N x (X/Y) where:


 


		(c)	N
                                            = the number of Shares in relation to which the Option was originally granted, less any Shares
                                            in respect of which it has already been exercised or has lapsed;
	 	 	 
		(d)	X
                                            = the number of days between the date of death or cessation and the end of the Employment
                                            Period; and
	 	 	 
		(e)	Y
                                            = the number of days in the Employment Period.



 


	15.3	The
                                            personal representatives of a deceased Award Holder may exercise the Option over a number
                                            of Shares during the period ending 12 months after the death. If the Option is not exercised,
                                            it will lapse at the end of that period. That number of Shares shall be determined as follows:



 


		(a)	take
                                            the number of Shares that remain after part of the Option has lapsed under rule 15.2;
	 	 	 
		(b)	if
                                            the Award Holder dies during the Performance Period, the Board shall apply a further reduction
                                            to reflect the likelihood as at the date of death of the Performance Condition not being
                                            achieved by the end of the Performance Period and the Option shall lapse to that extent;
                                            and
	 	 	 
		(c)	if
                                            the Award Holder dies after the end of the Performance Period, the number shall be equal
                                            to the number of Shares that the Award Holder could have acquired on exercising the Option
                                            immediately before the death.



 


	15.4	This
                                            rule 15.4 applies if an Award Holder ceases to be an Employee before the Release Date due
                                            to any of the following reasons:



 


		(a)	injury;
	 	 	 
		(b)	ill
                                            health;



 




    	18



     


    

 


		(c)	disability;
                                            or
	 	 	 
		(d)	the
                                            Employer Company ceasing to be a Group Company.



 


An
Award Holder who so ceases to be an Employee may exercise the remainder of the Option (after the application of rule 15.2 and subject
to achieving the Performance Conditions) during the 90-day period beginning on the earlier of:


 


		(e)	the
                                            Release Date; and
	 	 	 
		(f)	the
                                            date on which the Option becomes exercisable under rule 16.



 


If
the Option is not exercised during the relevant 90-day period, it will lapse at the end of that period.


 


	15.5	This
                                            rule 15.5 applies if an Award Holder ceases to be an Employee before the Release Date for
                                            any reason other than death and the reasons set out in rule 15.4.



 


The
Board may in its absolute discretion permit the Award Holder to exercise the remainder of the Option (after the application of rule 15.2)
during the 90-day period beginning on the earlier of:


 


		(a)	the
                                            Release Date; and
	 	 	 
		(b)	the
                                            date on which the Option becomes exercisable under rule 16.



 


If
the Option is not exercised during the relevant 90-day period, it will lapse at the end of that period.


 


Any
decision by the Board to grant permission under this rule 15.5 shall be made in the 90-day period following the cessation of employment
and if the Board does not make such a decision within that period, the Option will lapse immediately and in accordance with rule 14.
The Award Holder may not exercise the Option before the Board makes such a decision.


 


	15.6	An
                                            Award Holder who ceases to be an Employee on or after the Release Date may exercise the Option
                                            during the 90-day period following the date of cessation.
	 	 
	15.7	The
                                            Board shall notify the relevant Award Holder of any decision made under rule 15, including
                                            any decision not to permit the exercise of an Option, within a reasonable time after making
                                            it.



 




    	19



     


    

 


	15.8	If
                                            the relevant Award Certificate specifies different Performance Periods or Employment Periods
                                            for different parts of an Option, each part of that Option shall be treated as a separate
                                            Option for the purposes of rule 15.
	 	 
	15.9	An
                                            Award Holder who continues to be an employee or director of any Group Company shall not be
                                            regarded as ceasing to be an Employee.
	 	 
	16.	Takeovers
                                            and liquidations
	 	 
	16.1	The
                                            Releasable Number of Shares in relation to an Award
                                            is the number of Shares that the Board shall determine as follows:



 


		(a)	If
                                            the change of Control occurs during the Employment Period, multiply the number of Shares
                                            in relation to which the Award was originally granted, less any Shares in respect of which
                                            it has already been Released (or, in the case of an Option, has already been exercised) or
                                            has lapsed, by X/Y where:



 


		(i)	X
                                            = the number of days between the Grant Date and the date (or expected date) of the change
                                            of Control; and
	 	 	 
		(ii)	Y
                                            = the number of days in the Employment Period.



 


		(b)	If
                                            the change of Control occurs during the Performance Period, apply a further reduction to
                                            reflect the likelihood as at the date (or expected date) of the change of Control of the
                                            Performance Condition not being achieved by the end of the Performance Period.



 


	16.2	Where
                                            the Board is required by rule 16.1 to determine the Releasable Number, and the relevant Award
                                            Certificate specifies different Performance Periods or Employment Periods for different parts
                                            of an Award, the Board shall treat each part of that Award as a separate Award.
	 	 
	16.3	If
                                            the Board considers that a change of Control is likely to occur, the Board may in its absolute
                                            discretion decide that:



 


		(a)	all
                                            Awards shall be Released in relation to the Releasable Number of Shares; and
	 	 	 
		(b)	an
                                            Award Holder may exercise all or any part of any Option (but not in respect of more than
                                            the Releasable Number of Shares) within a reasonable period to be specified by the Board
                                            for that purpose and ending immediately before the Acquiror obtains Control of the Company.
                                            The Board shall have discretion to determine that an Option that is not exercised by the
                                            end of that period shall lapse.



 




    	20



     


    

 


The
Board may decide that the Release of Awards and exercise of Options shall be conditional on the change of Control actually occurring
and shall be treated as having no effect if the change of Control does not occur.


 


	16.4	rule
                                            16.5, rule 16.6 and rule 16.7 apply if a change of Control occurs and the Acquiror declares
                                            that it is willing to make an agreement under rule 18.
	 	 
	16.5	The
                                            Board may in its absolute discretion decide that an Award Holder may exercise all or any
                                            part of any Option (but not in respect of more than the Releasable Number of Shares) within
                                            a reasonable period to be specified by the Board for that purpose. Any part of an Option
                                            that is not either exchanged under rule 18 or exercised by the end of that period shall lapse.
	 	 
	16.6	The
                                            Board may at any time during the Rollover Period exchange the Award under rule 18.
	 	 
	16.7	The
                                            Board has discretion to determine at any time before the end of the Rollover Period that
                                            some or all of any Awards that are not so exchanged shall lapse at the end of the Rollover
                                            Period.
	 	 
	16.8	If
                                            the Acquiror is not willing to exchange the award under rule 18:



 


		(a)	all
                                            Awards shall be Released immediately following the change of Control in relation to the Releasable
                                            Number of Shares and lapse in relation to the balance; and
	 	 	 
		(b)	an
                                            Award Holder may exercise all or any part of any Option (but not in respect of more than
                                            the Releasable Number of Shares) within the period of 30 days following the change of Control.
                                            Any part of an Option that is not exercised by the end of that period shall lapse.



 


	16.9	If
                                            the court sanctions a compromise or arrangement under part VIII of the Companies Act 2014,
                                            the Board may decide that:



 


		(a)	all
                                            Awards shall be Released in relation to the Releasable Number of Shares; and
	 	 	 
		(b)	an
                                            Award Holder may exercise all or any part of any Option (but not in respect of more than
                                            the Releasable Number of Shares) within a reasonable period to be specified by the Board
                                            for that purpose. The Board shall have discretion to determine that an Option that is not
                                            exercised by the end of that period shall lapse.



 




    	21



     


    

 


	16.10	If
                                            any Shares, in one or a series of transactions, are sold resulting in the buyer and persons
                                            acting in concert with the buyer together acquiring Control of the Company, but the buyer
                                            is a company and its shareholders and the proportion of its shares held by each of them following
                                            completion of the sale are substantially the same as the shareholders and their shareholdings
                                            in the Company immediately before the sale, the Board may determine that this does not constitute
                                            a change of Control.



 


If
the buyer offers to make such arrangements as the Board, in its reasonable opinion, considers to be fair, for new awards to be offered
under rule 18 in exchange for Awards, then the Board may decide that any Awards that are not so exchanged shall lapse on such date as
the Board shall specify.


 


If
the buyer does not offer to make arrangements that the Board considers to be fair within 30 days after the buyer has acquired Control,
then:


 


		(a)	all
                                            Awards shall be Released on the 31st day following the buyer acquiring Control in relation
                                            to the Releasable Number of Shares and lapse in relation to the balance; and
	 	 	 
		(b)	an
                                            Award Holder may exercise all or any part of any Option (but not in respect of more than
                                            the Releasable Number of Shares) within the period starting 31 days and ending 90 days following
                                            the buyer acquiring Control. Any part of an Option that is not exercised by the end of that
                                            period shall lapse.



 


	16.11	In
                                            rule 16 and rule 18, a person shall be deemed to have obtained Control of a company if that
                                            person, and others acting in concert with that person, have obtained Control of it together.
	 	 
	16.12	If
                                            the shareholders of the Company receive notice of a resolution for the voluntary winding
                                            up of the Company, any Award Holder may exercise an Option in respect of the Releasable Number
                                            of Shares at any time before that resolution is passed, conditional upon the passing of that
                                            resolution, and if the Award Holder does not exercise the Option, it shall lapse when the
                                            winding up begins.
	 	 
	16.13	The
                                            Board shall notify Award Holders of any event that is relevant to Awards under this rule
                                            16 within a reasonable period after the Board becomes aware of it.
	 	 
	16.14	For
                                            the avoidance of doubt, rule 16 is subject to rule 6.4 and rule 6.5.



 




    	22



     


    

 


	17.	Forafric
                                            2021 Long Term Employee Share Incentive Plan
	 	 
	17.1	The
                                            Board may at any time by notice in writing given to the holder require that the holders of
                                            an award made by Forafric Agro Holdings Limited under the Forafric 2021 Long Term Employee
                                            Share Incentive Plan adopted on 22 June 2022 (such holder a “2021 Award Holder”),
                                            to exchange the same for an Award under the Plan.
	 	 
	17.2	If
                                            the Board gives notice under clause 17.1 to a 2021 Award Holder, the said 2021 Award Holder
                                            shall surrender the same by way of a notice to Forafric Agro Holdings Limited and the Company,
                                            in a form to be determined by the Board, in exchange for the grant by the Company to him
                                            of a replacement right on substantially the same terms and in relation to such number of
                                            shares of the Company as the Board shall determine.
	 	 
	18.	Exchange
                                            of Awards
	 	 
	18.1	The
                                            Board may within the Rollover Period require that an Award Holder surrender any Award (“Old
                                            Award”) in exchange for a replacement
                                            right (“New Award”).
	 	 
	18.2	A
                                            New Award shall be granted on substantially the same terms as the Old Award and in relation
                                            to such shares of such company as the Board and Acquiror shall determine.
	 	 
	18.3	The
                                            Rollover Period is a period specified by the Board within which Award Holders may be required
                                            to surrender their Awards.
	 	 
	19.	Variation
                                            of share capital
	 	 
	19.1	This
                                            rule 19 applies where there is:



 


		(a)	a
                                            variation of share capital; or
	 	 	 
		(b)	an
                                            extraordinary distribution to shareholders.



 


	19.2	In
                                            this rule 19:



 


		(a)	A
                                            variation of share capital includes a capitalisation issue, rights issue, consolidation,
                                            subdivision or reduction of capital, a vendor placing with clawback, a vendor rights offer
                                            or a cash open offer. However, a scrip dividend is not a variation of share capital.
	 	 	 
		(b)	An
                                            extraordinary distribution to shareholders includes a demerger or special dividend.



 




    	23



     


    

 


	19.3	If
                                            notice is given to shareholders of the Company of a proposed extraordinary distribution,
                                            the Board shall determine whether the interests of Award Holders would or might be substantially
                                            prejudiced by the proposed extraordinary distribution.



 


If
the Board does so decide, it may determine that:


 


		(a)	some
                                            or all Awards shall be Released in relation to the Releasable Number of Shares; and
	 	 	 
		(b)	an
                                            Award Holder may exercise all or any part of any Option (but not in respect of more than
                                            the Releasable Number of Shares) within a reasonable period specified by the Board for that
                                            purpose and ending immediately before the record date for the extraordinary distribution.
                                            The Board shall have discretion to determine that an Option that is not exercised by the
                                            end of that period shall lapse.



 


The
Board may decide that the Release of Awards and exercise of Options shall be conditional on the extraordinary distribution actually occurring
and shall be treated as having no effect if the extraordinary distribution does not occur.


 


The
Releasable Number shall be determined in accordance with rule 16.1 as if the extraordinary distribution were a change of Control.


 


For
the avoidance of doubt, if the Board does not determine that Awards shall be Released and Options may be exercised, the Board may nevertheless
make an adjustment to the Awards under rule 19.4.


 


	19.4	If
                                            a variation of share capital or an extraordinary distribution occurs and the Board considers
                                            that it has affected the value of Awards, the Board shall consider whether it is fair to
                                            adjust the terms of the Awards and, if so, the Board shall make such adjustment as it considers
                                            appropriate to:



 


		(a)	the
                                            number of Shares subject to the Award;
	 	 	 
		(b)	the
                                            class of Shares subject to the Award; and
	 	 	 
		(c)	subject
                                            to rule 19.5, the Exercise Price.



 


	19.5	The
                                            Board may not reduce the Exercise Price of an Option below the nominal value of a Share,
                                            if the Option will or may be satisfied by the issue of Shares, unless the Board is able,
                                            and resolves, to capitalise from reserves an amount sufficient (when aggregated with the
                                            reduced Exercise Price payable) to pay up the Shares in full on the Option’s exercise.



 




    	24



     


    

 


	19.6	The
                                            Board shall notify all affected Award Holders of any decision made under rule 19 within a
                                            reasonable time after making it.
	 	 
	20.	Tax
                                            liabilities
	 	 
	20.1	The
                                            Award Holder shall, to the extent permissible under applicable law, indemnify the Employer
                                            Company in respect of any Tax Liability.
	 	 
	20.2	The
                                            Exercise Notice shall include the Award Holder’s irrevocable agreement to:



 


		(a)	pay
                                            the Tax Liability to the Employer Company; and
	 	 	 
		(b)	enter
                                            into arrangements to the satisfaction of the Company or Employer Company to pay the Tax Liability.



 


	20.3	If
                                            an Award Holder does not pay the Tax Liability within seven days of any Taxable Event, the
                                            Company or Employer Company (as appropriate) may, to the extent permissible under applicable
                                            law:



 


		(a)	if
                                            the relevant Taxable Event is the exercise of an Option or the Release of an Award, and the
                                            Shares are readily saleable at the time, retain and sell such number of Shares on behalf
                                            of the Award Holder as is necessary to meet the Tax Liability, and any costs of sale; or
	 	 	 
		(b)	deduct
                                            the amount of any Tax Liability from any payments of remuneration made to the Award Holder
                                            on or after the date on which the Tax Liability arose.



 


The
Award Holder’s obligations under rule 20.1 shall not be affected by any failure of the Company or Employer Company to withhold
shares or deduct from payments of remuneration under this rule 20.3.


 


	20.4	Each
                                            Award Holder agrees that it is their responsibility to settle their own tax affairs in connection
                                            with the exercise of an Option and, if required to do so by the Company or Employer Company,
                                            the Award Holder shall assist the Company or Employer Company in good faith for purposes
                                            of settling any tax matters relating to an Award Holder’s exercise of an Option (such
                                            assistance to include the signing of any relevant elections, documents or forms).
	 	 
	20.5	The
                                            Exercise Notice in respect of a Share-settled Award shall include a power of attorney appointing
                                            the Company as the Award Holder’s agent and attorney for the purposes of rule 20.3.



 




    	25



     


    

 


	21.	Relationship
                                            with employment contract
	 	 
	21.1	The
                                            rights and obligations of any Award Holder under the terms of an office or employment with
                                            any Group Company or former Group Company shall not be affected by being an Award Holder.
	 	 
	21.2	The
                                            value of any benefit realised under the Plan by Award Holders shall not be taken into account
                                            in determining any pension or similar entitlements.
	 	 
	21.3	Award
                                            Holders and Employees shall have no rights to compensation or damages on account of any loss
                                            in respect of Awards or the Plan where this loss arises (or is claimed to arise), in whole
                                            or in part, from:



 


		(a)	termination
                                            of office or employment with; or
	 	 	 
		(b)	notice
                                            to terminate office or employment given by or to,



 


any
Group Company or any former Group Company. This exclusion of liability shall apply however termination of office or employment, or the
giving of notice, is caused, and however compensation or damages are claimed.


 


	21.4	Award
                                            Holders and Employees shall have no rights to compensation or damages from any Group Company
                                            or any former Group Company on account of any loss in respect of Awards or the Plan where
                                            this loss arises (or is claimed to arise), in whole or in part, from:



 


		(a)	any
                                            company ceasing to be a Group Company; or
	 	 	 
		(b)	the
                                            transfer of any business from a Group Company to any person that is not a Group Company.



 


This
exclusion of liability shall apply however the change of status of the relevant Group Company, or the transfer of the relevant business,
is caused, and however compensation or damages are claimed.


 


	21.5	An
                                            Employee shall not have any right to receive Awards, whether or not the Employee has previously
                                            been granted any.



 




    	26



     


    

 


	22.	Notices
	 	 
	22.1	Except
                                            as maintained in rule 22.3, any notice or other communication given under or in connection
                                            with the Plan shall be in writing and shall be:



 


		(a)	delivered
                                            by hand or by prepaid first-class post or other next working day delivery service at the
                                            Appropriate Address;



 


For
the purposes of this rule 22.1, the Appropriate Address means:


 


		(i)	Unit
                                            5.3, Madison Building, Midtown, Queensway, Gibraltar;
	 	 	 
		(ii)	an
                                            Award Holder’s home address; and
	 	 	 
		(iii)	if
                                            the Award Holder has died, and notice of the appointment of personal representatives is given
                                            to the Company, any contact address specified in that notice.



 


		(b)	sent
                                            by fax to the fax number notified in writing by the recipient to the sender; or
	 	 	 
		(c)	sent
                                            by email to the Appropriate Email Address.



 


For
the purposes of this rule 22.1, Appropriate Email Address means:


 


		(i)	in
                                            the case of the Company, swahnon@forafric.gi; and
	 	 	 
		(ii)	in
                                            the case of an Award Holder, their relevant work email address or such personal email address
                                            agreed with the Company in writing.



 


	22.2	Any
                                            notice or other communication given under this rule 22 shall be deemed to have been received:



 


		(a)	if
                                            delivered by hand, on signature of a delivery receipt, or at the time the notice is left
                                            at the appropriate address;
	 	 	 
		(b)	if
                                            sent by prepaid first-class post or other next working day delivery service, at 9.00 am on
                                            the second Business Day after posting, or at the time recorded by the delivery service;
	 	 	 
		(c)	if
                                            sent by fax, at 9.00 am on the next Business Day after transmission; and
	 	 	 
		(d)	if
                                            sent by email, at 9.00 am on the next Business Day after sending.



 


	22.3	This
                                            rule does not apply to:



 


		(a)	the
                                            service of any Exercise Notice; and
	 	 	 
		(b)	the
                                            service of any proceedings or other documents in any legal action or, where applicable, any
                                            arbitration or other method of dispute resolution.



 


	23.	Administration
                                            and amendment
	 	 
	23.1	The
                                            Board shall administer the Plan.



 




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	23.2	The
                                            Plan is intended to comply with Listing Rules. Notwithstanding any other rule set out in
                                            this Plan and in the event that any rules of the Plan or the terms of an Award Certificate
                                            do not comply with applicable Listing Rules, the Board shall follow a course of action or,
                                            where required, be able to make the necessary minimum amendments to the rules or to an Award
                                            Certificate from time to time (including, if required, the introduction or amendment of a
                                            Holding Period) in order to ensure that the Plan or any actions under the Plan do not breach
                                            the applicable Listing Rules.
	 	 
	23.3	The
                                            Board may amend the Plan from time to time, but:



 


		(a)	The
                                            Board may not amend the Plan if the amendment:



 


		(i)	applies
                                            to Awards granted before the amendment was made; and
	 	 	 
		(ii)	materially
                                            adversely affects the interests of Award Holders,



 


except
that an Award Holder whose Awards would be adversely affected may consent to the application of the amendment to those awards.


 


		(b)	the
                                            Board may not make any amendment to the advantage of Award Holders if that amendment relates
                                            to:



 


		(i)	the
                                            definition of Employee;
	 	 	 
		(ii)	rule
                                            4; or
	 	 	 
		(iii)	rule
                                            19,



 


without
the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Plan, to take
account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award Holders
or for a Group Company).


 


	23.4	The
                                            cost of establishing and operating the Plan shall be borne by the Group Companies in proportions
                                            determined by the Board.
	 	 
	23.5	Any
                                            decision under rule 7, rule 8, or rule 15.5, and whether to consider making such a decision,
                                            shall be entirely at the discretion of the Board.
	 	 
	23.6	The
                                            Board shall determine any question of interpretation and settle any dispute arising under
                                            the Plan, including determining whether anything is material. In these matters, the Board’s
                                            decision shall be final.
	 	 
	23.7	In
                                            making any decision or determination, or exercising any discretion under the rules, the Board
                                            shall act fairly and reasonably and in good faith.



 




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	23.8	The
                                            Company shall not be obliged to notify any Award Holder:



 


		(a)	if
                                            an Option is due to lapse; or
	 	 	 
		(b)	when
                                            an Option is due to, or has, become exercisable.



 


	23.9	The
                                            Company shall not be obliged to provide Award Holders with copies of any materials sent to
                                            the holders of Shares.



 


		23.10	The
                                            Board may establish sub-plans to operate in overseas territories (“overseas sub-plans”),
                                            provided that:



 


		(a)	all
                                            overseas sub-plans are subject to the limitations set out in rule 4 ;
	 	 	 
		(b)	no
                                            Employee has an entitlement to awards under any overseas sub-plan greater than the maximum
                                            entitlement of an Employee under the Plan.



 


Any
overseas sub-plan must be governed by rules similar to the rules of the Plan, but modified to take account of applicable tax, social
security, employment, company, exchange control, trust or securities (or any other relevant) law, regulation or practice.


 


	24.	Third
                                            party rights
	 	 
	24.1	A
                                            person who is not a party to an Award shall not have any rights under or in connection with
                                            it except where these rights arise under any rule of the Plan for any Employer Company that
                                            is not a party to an Award.
	 	 
	25.	Data
                                            protection



 


For
the purpose of operating the Plan, the Company will collect and process information relating to Employees and Award Holders in accordance
with the Company’s Data Protection Policy.


 


	26.	Governing
                                            law



 


The
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 laws of Gibraltar.


 


	27.	Jurisdiction
	 	 
	27.1	The
                                            courts of Gibraltar shall have jurisdiction to settle any dispute or claim arising out of
                                            or in connection with the Plan or its subject matter or formation (including non-contractual
                                            disputes or claims). The jurisdiction agreement contained in this rule is made for the benefit
                                            of the Company and the Group only, which accordingly retains the right to bring proceedings
                                            in any other court of competent jurisdiction.
	 	 
	27.2	Each
                                            party irrevocably consents to any process in any legal action or proceedings under rule 27.1
                                            being served on it in accordance with the provisions of the Plan relating to service of notices.
                                            Nothing contained in the Plan shall affect the right to serve process in any other manner
                                            permitted by law.



 




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Schedule
1 – Agreed Performance Targets

 







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