**
**Exhibit 4.15**

**SUPER GROUP (SGHC) LIMITED**

**2021 EQUITY INCENTIVE PLAN**

**WITH**

**NON-EMPLOYEESUB-PLAN**

**ADOPTEDBYTHE TRANSACTION COMMITTEEOFTHE BOARDOF DIRECTORS 22 DECEMBER 2021**

**APPROVEDBYTHE COMPANY’S SHAREHOLDERS:31 DECEMBER 2021**

**EFFECTIVE DATE: 27 JANUARY 2022**
**

**TABLEOF CONTENTS**
** **
     **Page** 
**1.**
 
**PURPOSE**
   1 
**2.**
 
**ELIGIBILITY**
   1 
**3.**
 
**ADMINISTRATION AND DELEGATION.**
   1 
**4.**
 
**SHARES AVAILABLE FOR AWARDS.**
   1 
**5.**
 
**OPTIONS AND SHARE APPRECIATION RIGHTS.**
   2 
**6.**
 
**RESTRICTED SHARES; RESTRICTED SHARE UNITS**
   5 
**7.**
 
**OTHER SHARE BASED AWARDS**
   6 
**8.**
 
**ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTS**
   6 
**9.**
 
**GENERAL PROVISIONS APPLICABLE TO AWARDS**
   8 
**10.**
 
**MISCELLANEOUS**
   10 
**11.**
 
**COVENANTS OF THE COMPANY.**
   14 
**12.**
 
**DEFINITIONS.**
   14 
 

**1.**
**PURPOSE**

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make)important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 12. 

 
**2.**
**ELIGIBILITY**

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein. 

 
**3.**
**ADMINISTRATION AND DELEGATION.**

**(a)**    **Administration.** The Plan is administered by the Administrator. The Administrator has authority to(i) determine which Service Providers receive Awards, (ii) grant Awards, and (iii) set Award terms and conditions, in each case subject to the conditions and limitations in the Plan and all Applicable Laws. The Administrator also hasthe authority to take all actions and make all determinations under the Plan, to approve the forms of Award Agreements for use under the Plan, to interpret the Plan and the terms of Awards and to adopt, amend and repeal Plan administrative rules,guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and anyAwards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award. 

**(b)**    **Appointment of Committees.** To the extent Applicable Laws permit, the Board may delegate any or all ofits powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at anytime. 

 
**4.**
**SHARES AVAILABLE FOR AWARDS.**

**(a)**    **Number of Shares.** Subject to adjustment under Section 8 and the terms of this Section 4,Awards may be made under the Plan (taking account of Awards granted under the Non-EmployeeSub-Plan) in an aggregate amount up to 43,312,150 Shares (the“***Share Reserve***”). In addition, the Share Reserve will automatically increase on January 1st of each year commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 3% of thetotal number of Shares outstanding on December 31st of the preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no January 1st increase in the Share Reserve forsuch year or that the increase in the Share Reserve for such year will be a lesser (but not a greater) number of Shares than would otherwise occur pursuant to the preceding sentence.

**(b)**    **Limit Applies to Shares Issued Pursuant to Awards.**For clarity, the Share Reserve is a limit on thenumber of Shares that may be issued pursuant to Awards that were granted under this Plan and does not limit the granting of Awards, except that the Company will keep available at all times the number of Shares reasonably required to satisfy itsobligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American CompanyGuide Section 711 or other applicable rule, and such issuance will not reduce the number of Shares available for issuance under the Plan, as further described under Section 4(e). 

**(c)**    **Share Recycling.** If all or any part of an Award or Awards granted under the Plan (including the Non-EmployeeSub-Plan) expires, lapses or is terminated, exchanged for cash, surrendered, repurchased or cancelled without having been fully exercised, or is withheld tosatisfy a 

 
1 

tax withholding obligation in connection with an Award or to satisfy a purchase or exercise price of an Award, the unused Shares covered by the Award or Awards granted under the Plan (includingthe Non-EmployeeSub-Plan) will, as applicable, become or again be available for Awards granted under the Plan (including theNon-EmployeeSub-Plan).

**(d)**    **ISO Limitations.** Subject to adjustment under Section 8 and to the overall Share Reserve, no morethan 43,312,150 Shares may be issued pursuant to the exercise of ISOs. 

**(e)**    **Substitute Awards.** Inconnection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other equity or equity-basedawards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Subject to Applicable Laws,Substitute Awards will not count against the Share Reserve (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute ISOs willcount against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combineshas shares available under a pre-existing plan not adopted in contemplation of such acquisition or combination, then, subject to Applicable Laws, shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable tothe holders of ordinary shares or common stock (as applicable) of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject tosuch Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination. 

**(f)**    **Date of Grant.** Unless otherwise determined by the Administrator, the date of grant of an Award shallbe the date of the Administrator’s approval of that Award. 

**(g)**    **Deed Poll.** The Administrator maygrant Awards by entering into a deed poll and, as soon as practicable after the Company has executed the deed poll, the Administrator shall enter into an Award Agreement. 

**(h)**    **Type of Shares.** The shares issuable under the Plan will be new Shares. 

 
**5.**
**OPTIONS AND SHARE APPRECIATION RIGHTS.**

**(a)**    **General.**The Administrator may grant Options or Share Appreciation Rights to Service Providers subjectto the limitations in the Plan, including any limitations in the Plan that apply to ISOs. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and ShareAppreciation Right and the conditions and limitations applicable to the exercise of each Option and Share Appreciation Right. Each Option will be designated in writing as an ISO or Non-Qualified Option at thetime of grant; provided, however, that if an Option is not so designated, then such Option will be a Non-Qualified Option, and the Shares purchased upon exercise of each type of Option will be separatelyaccounted for. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Share Appreciation Right an amountdetermined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Rightis exercised, subject to any limitations of the Plan 

 
2 

or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement. AParticipant will have no rights of a shareholder with respect to Shares subject to any Option or Share Appreciation Right unless and until any Shares are issued in settlement of the Option or Share Appreciation Right. 

**(b)**    **Exercise Price.** The Administrator will establish each Option’s and Share AppreciationRight’s exercise price and specify the exercise price in the Award Agreement. Subject to Section 10(g), the exercise price will be determined by the Administrator in accordance with sections 298 and 299 of the Companies (Guernsey) Law,2008 and, in respect of Participants who are subject to tax in the United States, shall also not be less than less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right. Notwithstanding the foregoing, anOption or Share Appreciation Right may be granted with an exercise price lower than 100% of the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution for another option or shareappreciation right pursuant to Section 4(e) and, in respect of Participants who are subject to tax in the United States, in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code. 

**(c)**    **Duration.** Each Option or Share Appreciation Right will vest and be exercisable at such times and asspecified in the Award Agreement, provided that the term of an Option or Share Appreciation Right will not exceed ten years, subject to Section 10(g). Notwithstanding the foregoing and unless determined otherwise by the Company, in the eventthat on the last business day of the term of an Option or Share Appreciation Right (other than an ISO) (i) the exercise of the Option or Share Appreciation Right is prohibited by Applicable Laws, as determined by the Company, or(ii) Shares may not be purchased or sold by the applicable Participant due to any Company insider trading, window period and/or dealing policy (including blackout periods), the term of the Option or Share Appreciation Right shall be extendeduntil the date that is thirty (30) days after the end of the legal prohibition, black-out period, as determined by the Company; provided, however, in no event shall the extension last beyond the originalterm of the applicable Option or Share Appreciation Right. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Share Appreciation Right, violates thenon-competition,non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosureagreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shallterminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the end of the term of an Option or Share Appreciation Right, the Participant is given notice by the Company or any of its Subsidiaries ofthe Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of such notice, the right of the Participant and theParticipant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwiseagreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of the Participant’s Termination of Service by the Company or any of its Subsidiariesfor Cause (in which case the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant will terminate immediately upon the effective date of such Termination ofService); provided, however, in no event shall the suspension cause the original term of the applicable Option or Share Appreciation Right to be extended. 

**(d)**    **Exercise**. Options and Share Appreciation Rights may be exercised by delivering to the Company awritten notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified inSection 5(e) for the number of Shares for which the Award is exercised and (ii) as specified in Section 9(e) for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not beexercised for a fraction of a Share. 

 
3 

**(e)**    **Payment Upon Exercise.** Subject to any Companyinsider trading, window period and/or dealing policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by: 

**(i)**    cash, wire transfer of immediately available funds or by check payable to the order of the Company, providedthat the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted; 

**(ii)**    if there is a public market for Shares at the time of exercise, unless the Administrator otherwisedetermines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay theexercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay theexercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator; 

**(iii)**    to the extent permitted by the Administrator at the time of exercise, transfer of Shares owned by theParticipant free and clear of any liens, claims, encumbrances or security interests, which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price, provided that (1) at the time ofexercise the Shares are publicly traded, (2) any remaining balance of the exercise price not satisfied by such transfer is paid by the Participant in cash or other permitted form of payment, (3) such transfer would not violate anyApplicable Laws or agreement restricting the redemption of the Shares, (4) if required by the Administrator, any certificated Shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such Shares havebeen held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery; 

**(iv)**    to the extent permitted by the Administrator at the time of exercise, except with respect to ISOs,surrendering the largest whole number of Shares then issuable upon the Option’s exercise which, when valued at their Fair Market Value on the exercise date, have a value sufficient to pay the exercise price, provided that (1) such Sharesused to pay the exercise price will not be exercisable thereafter and (2) any remaining balance of the exercise price not satisfied by such net exercise is paid by the Participant in cash or other permitted form of payment; 

**(v)**    to the extent permitted by the Administrator at the time of exercise and permitted by Applicable Law,delivery of any other property that the Administrator determines is good and valuable consideration; or 

**(vi)**    to the extent permitted by the Company, any combination of the above payment forms approved by theAdministrator. 

**(f)**    **Non-Exempt U.S. Employees.** No Option orShare Appreciation Right, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the U.S. Fair Labor Standards Act of 1938, as amended, will be first exercisable for anyShares until at least six months following the date of grant of such Award. Notwithstanding the foregoing, in accordance with the provisions of the U.S. Worker Economic Opportunity Act, any vested portion of such Award may be exercised earlier thansix months following the date of grant of such Award in the event of (i) such Participant’s death or Disability, (ii) a Corporate Event in which such Award is not assumed, continued or substituted, (iii) a Change in Control, or(iv) such Participant’s retirement (as such term may be defined in the Award Agreement or another applicable agreement or, in the absence of any such 

 
4 

definition, in accordance with the Company’s then current employment policies and guidelines). This Section 5(f) is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or Share Appreciation Right will be exempt from his or her regular rate of pay. 

 
**6.**
**RESTRICTED SHARES; RESTRICTED SHARE UNITS**

**(a)**    **General.** The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, toany Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administratorspecifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted ShareUnits, which may be subject to vesting, issuance and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms andconditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan. 

**(b)**    **Duration.** Each Restricted Share or Restricted Share Unit will vest at such times and as specified inthe Award Agreement, provided that the vesting schedule of a Restricted Share or Restricted Share Unit will not exceed ten years. Notwithstanding the foregoing, if the Participant, prior to the vesting date of a Restricted Share or Restricted ShareUnit, violates the non-competition,non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality andnondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share or RestrictedShare Unit issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines. In addition, if, prior to the vesting date of a Restricted Share or Restricted Share Unit, the Participant is given noticeby the Company or any of its Subsidiaries of the Participant’s Termination of Service by the Company or any of its Subsidiaries for Cause, and the effective date of such Termination of Service is subsequent to the date of the delivery of suchnotice, the right of the Participant and the Participant’s transferees to receive Shares as a result of the vesting of the Restricted Share or Restricted Share Unit issued to the Participant shall be suspended from the time of the delivery ofsuch notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s service as a Service Provider will not be terminated for Cause as provided in such notice or (ii) the effective date of theParticipant’s Termination of Service by the Company or any of its Subsidiaries for Cause (in which case the right of the Participant and the Participant’s transferees to receive Shares on the vesting of the Restricted Share or RestrictedShare Unit issued to the Participant will terminate immediately upon the effective date of such Termination of Service). 

**(c)**    **Dividends and Dividend Equivalents.**Dividends or dividend equivalents may be paid or credited, asapplicable, with respect to any Restricted Shares or Shares subject to Restricted Share Units, as determined (and on such terms as may be determined) by the Administrator and specified in the Award Agreement. 

**(d)    Restricted Shares.**

**(i)**    **Form of Award.**The Company may require that the Participant deposit in escrow with the Company (orits designee) any certificates issued in respect of Restricted Shares, together with a stock transfer form endorsed in blank. Unless otherwise determined by the Administrator, a Participant will have voting and other rights as a shareholder of theCompany with respect to any Restricted Shares. 

**(ii)**    **Consideration**. Restricted Shares may be grantedin consideration for (A) cash or check, bank draft or money order payable to the Company, (B) past services to the Company or a Subsidiary, or (C) any other form of consideration (including future services)****as the Administratormay determine to be acceptable and which is permissible under Applicable Laws. 

 
5 

**(e)    Restricted Share Units.**

**(i)**    **Settlement.** The Administrator may provide that settlement of Restricted Share Units will occur uponor as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election. 

**(ii)**    **Shareholder Rights.** A Participant will have no rights of a shareholder with respect to Sharessubject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit. 

**(iii)**    **Consideration**. Unless otherwise determined by the Administrator at the time of grant, RestrictedShare Units will be granted in consideration for the Participant’s services to the Company or a Subsidiary, such that the Participant will not be required to make any payment to the Company (other than such services) with respect to the grantor vesting of the Award, or the issuance of any Shares pursuant to the Award. If, at the time of grant, the Administrator determines that any consideration must be paid by the Participant (in a form other than the Participant’s services to theCompany or a Subsidiary) upon the issuance of any Shares in settlement of the Award, such consideration may be paid in any form of consideration as the Administrator may determine to be acceptable and which is permissible under Applicable Laws. 

 
**7.**
**OTHER SHARE BASED AWARDS**

Other Share Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in thefuture (whether based on specified performance criteria, performance goals or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share Based Awards will also be available as a payment form in the settlement ofother Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share Based Awards may be paid in Shares or other property, as the Administrator determines. Subject to the provisions ofthe Plan, the Administrator will determine the terms and conditions of each Other Share Based Award, including any purchase price, performance condition, performance goal, transfer restrictions, and vesting conditions, which will be set forth in theapplicable Award Agreement. 

 
**8.**
**ADJUSTMENTS FOR CHANGES IN SHARES AND CERTAIN OTHER EVENTS**

**(a)**    **Equity Restructuring.** In connection with any Equity Restructuring, notwithstanding anything to thecontrary in this Section 8, the Administrator will equitably adjust (i) class(es) and maximum number of Shares subject to the Plan, (ii) the class(es) and maximum number of Shares that may be issued pursuant to the exercise of ISOsunder Section 4(d) above and (iii) each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’sexercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8(a) will be nondiscretionary and final and binding on the affectedParticipant and the Company; provided that the Administrator will determine whether an adjustment is equitable. 

**(b)**    **Corporate Events.** In the event of any reorganization, merger, consolidation, combination,amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Shares or other securities of the Company or aChange in Control (any “***Corporate Event***”), the Administrator, on such terms and conditions as it deems appropriate, is hereby authorized to take any 

 
6 

one or more of the following actions whenever the Administrator determines that such action is appropriate: 

**(i)**    To provide for the cancellation of any such Award in exchange for either an amount of cash or other propertywith a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that,if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero (as determined by the Administrator in itsdiscretion), then the Award may be terminated without payment. In addition, such payments under this provision may, in the Administrator’s discretion, be delayed to the same extent that payment of consideration to the holders of Shares inconnection with the Corporate Event is delayed as a result of escrows, earn outs, holdbacks or any other contingencies; 

**(ii)**    To provide that such Award shall vest and, to the extent applicable, be exercisable as to all Sharescovered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award as of a date prior to the effective time of such Corporate Event as the Administrator determines (or, if the Administrator does not determine sucha date, as of the date that is five (5) days prior to the effective date of the Corporate Event), with such Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Event; provided, however,that the Administrator may require Participants to complete and deliver to the Company a notice of exercise before the effective date of a Corporate Event, which exercise is contingent upon the effectiveness of such Corporate Event; 

**(iii)**    To provide that such Award be assumed by the successor or surviving entity, or a parent or Subsidiarythereof, or shall be substituted for by awards covering the equity securities of the successor or surviving entity, or a parent or Subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise orpurchase price, in all cases, as determined by the Administrator; 

**(iv)**    To arrange for the assignment of anyreacquisition or repurchase rights held by the Company in respect of Shares issued pursuant to the Award to the surviving entity or acquiring entity (or the surviving or acquiring corporation’s parent entity); 

**(v)**    To arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Companywith respect to the Award; 

**(vi)**    To replace such Award with other rights or property selected by theAdministrator; and/or 

**(vii)**    To provide that the Award will terminate, with or without consideration, andcannot vest, be exercised or become payable after the applicable transaction or event. 

The Administrator need not take the same action oractions with respect to all Awards or portions thereof or with respect to all Participants. The Administrator may take different actions with respect to the vested and unvested portions of an Award. 

**(c)**    **Administrative Stand Still.** In the event of any pending Corporate Event or other similar transaction,for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to thirty days before or after such Corporate Event or other similar transaction. 

**(d)**    **General.** Except as expressly provided in the Plan or the Administrator’s action under the Plan,no Participant will have any rights due to any subdivision or consolidation of Shares of any class, distribution, dividend payment, increase or decrease in the number of Shares of any class, issue, rights issue, offer or dissolution, liquidation,merger, or consolidation of the Company or other 

 
7 

corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8(a) above or the Administrator’s action under the Plan, no issuance by the Company ofShares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, anyAward Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capitalstructure or its business, (ii) any Corporate Event or (iii) sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator maytreat Participants and Awards (or portions thereof) differently under this Section 8. 

 
**9.**
**GENERAL PROVISIONS APPLICABLE TO AWARDS**

**(a)**    **Transferability.** Except as the Administrator may determine or provide in an Award Agreement orotherwise for Awards, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the life of the Participant, will beexercisable only by the Participant. Notwithstanding the foregoing, the Administrator may, in its sole discretion, permit transfer of an Award pursuant to a domestic relations order or in such other manner that is not prohibited by applicable taxand securities laws upon the Participant’s request and provided that the Participant and the transferee enter into a share transfer and other agreements as required by the Company. If an Option is an ISO, such Option may be deemed to be a Non-Qualified Option as a result of a transfer pursuant to this Section. References to a Participant, to the extent relevant in this context, will include references to a Participant’s authorized transfereethat the Administrator specifically approves. 

**(b)**    **Documentation.** Each Award will be evidenced in anAward Agreement, which may be written or electronic, as the Administrator determines. By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established and maintained by the Company or another third party selected by the Company. Each Award may contain terms and conditions in addition to (or a variation of or effecting adisapplication of) those set forth in the Plan. Any reference herein or in an Award Agreement to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or anysuccessor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). As a condition to accepting an Award under the Plan, the Participant agrees toexecute any additional documents or instruments necessary or desirable, as determined in the Administrator’s sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatoryrequirements, in each case at the Administrator’s request. 

**(c)**    **Discretion.** Except as the Planotherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof)uniformly. 

**(d)**    **Termination of Status.** The Administrator will determine how the disability, death,retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status (including a change which would result in a Termination of Service under the Plan but not under the Non-EmployeeSub-Plan or vice versa) affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative,conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable. 

**(e)**    **Withholding.** Each Participant must pay the Company, or make provision satisfactory to theAdministrator for payment of, any taxes (which includes any social security contributions or the like including but not limited to, if applicable, all liability to primary (employee) national insurance contributions) required by law to be withheldor paid by the Company or by any Subsidiary that is the employing entity of the Participant or which Participant has agreed to pay in connection with such 

 
8 

Participant’s Awards by the date of the event creating the tax liability. A Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have noobligation to issue Shares subject to an Award, unless and until such obligations are satisfied. The Company may deduct an amount sufficient to satisfy such tax obligations based on the maximum statutory withholding rates (or such other rate as maybe determined by the Company after considering any accounting consequences or costs and Applicable Law) from any payment of any kind otherwise due to a Participant. To the extent permitted by the terms of an Award Agreement and subject to anyCompany insider trading, window period and/or dealing policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of theCompany, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, includingShares retained from the Award creating the tax obligation, valued at their Fair Market Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Administrator otherwise determines,(A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the taxobligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax and/orsocial security withholding, provided that such amount is paid to the Company at such time as may be required by the Administrator, (iv) withholding cash from an Award settled in cash, (v) withholding payment from any amounts otherwisepayable to the Participant or (vi) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. 

**(f)**    **Withholding Indemnification.**As a condition to accepting an Award under the Plan, in the event thatthe amount of the Company’s and/or any Subsidiary’s withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Subsidiaries, each Participant agrees to indemnify and holdthe Company and/or its Subsidiaries harmless from any failure by the Company and/or its Subsidiaries to withhold the proper amount. 

**(g)**    **Amendment of Award; Repricing.** The Administrator may amend, modify or terminate any outstandingAward, including by cancelling and substituting another Award of the same or a different type, reducing the exercise price, changing the exercise or settlement date, converting an ISO to a Non-QualifiedOption, taking any other action that is treated as a repricing under generally accepted accounting principles or by amending, waiving or relaxing any applicable performance criteria or goal(s). The Participant’s consent to such action will berequired unless (i) the action, taking into account any related action, does not Materially Impair the Participant’s rights under the Award, or (ii) the change is permitted under Section 8 or pursuant to Section 10(f). 

**(h)**    **Conditions on Issuance of Shares.** The Company will not be obligated to issue any Shares under thePlan or remove restrictions from Shares previously issued under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding theissuance of such Shares (including payment of any amount determined by the Administrator as being required to be paid in accordance with sections 298 and 299 of the Companies (Guernsey) Law, 2008) have been satisfied, including any applicablesecurities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy anyApplicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of anyliability for failing to issue or sell such Shares as to which such requisite authority has not been obtained. 

**(i)**    **Acceleration.** The Administrator may at any time provide that any Award will become immediately vestedand fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable. 

 
9 

**10.**
**MISCELLANEOUS**

**(a)**    **No Right to Employment or Other Status.** No person will have any claim or right to be granted an Award,and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate itsrelationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or inconnection with any Award will constitute any promise or commitment by the Company or a Subsidiary regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or serviceor confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan. 

**(b)**    **No Rights as Shareholder; Certificates.** Subject to the Award Agreement, no Participant or DesignatedBeneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares on the register of members of the Company. Notwithstanding any other provision of the Plan,unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded inthe register of members of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on certificates issued under the Plan that the Administrator deems necessary or appropriate to comply withApplicable Laws. 

**(c)**    **Effective Date and Term of Plan.** The Plan will come into existence on the dayit is adopted by the Board but no Awards may be granted under the Plan prior to the Effective Date. Unless earlier terminated by the Board, the Plan will remain in effect until the tenth anniversary of the Effective Date, but Awards previouslygranted may extend beyond that date in accordance with the Plan. No ISOs may be granted after the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by theCompany’s shareholders. If the Plan is not approved by the Company’s shareholders within 12 months of the date of Board approval of the Plan, all ISOs will be treated as Non-Qualified Options. 

**(d)**    **Amendment and Termination of Plan.** The Administrator may amend, suspend or terminate the Plan at anytime; provided that no amendment, suspension or termination may Materially Impair any Award outstanding at the time of such amendment without the affected Participant’s written consent. No Awards may be granted under the Plan during anysuspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board willobtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws. 

**(e)**    **International Provisions.** The Administrator may modify Awards granted to Participants who arenationals of, or employed in, a jurisdiction outside Guernsey, the United Kingdom and the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such internationaljurisdictions with respect to tax, securities, currency, employee benefit or other matters, including as may be necessary or appropriate in the Administrator’s discretion to grant Awards under anytax-favourable regime that may be available in any jurisdiction (provided that Administrator approval will not be necessary for immaterial modifications to the Plan or any Award Agreement to ensure orfacilitate compliance with the laws of the relevant jurisdiction). 

 
10 

**(f)**    **Section 409A.** The following provisions only applyto Participants subject to tax in the United States: 

**(i)**    **General.** The Company intends that allAwards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, theAdministrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate topreserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs andother interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligationunder this Section 10(f) or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefitsunder the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A. 

**(ii)**    **Separation from Service.** If an Award constitutes “nonqualified deferred compensation”under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s“separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Planor any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of service”, “termination of employment” or like terms means a “separation from service.” 

**(iii)**    **Payments to Specified Employees.** Notwithstanding any contrary provision in the Plan or any AwardAgreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her“separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separationfrom service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soonas administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will bepaid at the time or times the payments are otherwise scheduled to be made. 

**(g)**    **10% Shareholders**. TheAdministrator may grant ISOs only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which areeligible to receive ISOs under the Code. If an ISO is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed fiveyears. All ISOs will be subject to and construed consistently with Section 422 of the Code. By accepting an ISO, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with aChange in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or othertransfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or anyother party, if an ISO fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any ISO or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of theCode for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Option. 

 
11 

**(h)**    **Limitations on Liability.** Notwithstanding any otherprovisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss,liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator,director, officer, other employee or agent of the Company or any Subsidiary. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, the Group or any of its officers,Directors, Employees or Subsidiaries related to tax or social security liabilities arising from such Award or other Company or Group compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personaltax, financial and other legal advisors regarding the tax and social security consequences of the Award and has either done so or knowingly and voluntarily declined to do so. The Company will indemnify and hold harmless each director, officer, otheremployee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) orliability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith. 

**(i)**    **No Obligation to Notify or Minimize Taxes.**Except as required by Applicable Laws the Company has noduty or obligation to any Participant to advise such Participant as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such Participant of a pending termination orexpiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax or social security consequences of an Award to the holder of such Award and will not be liable to anyholder of an Award for any adverse tax or social security consequences to such holder in connection with an Award. 

**(j)    Data Privacy.**

**(i)**    As a condition for receiving any Award, each Participant acknowledges that the Company and any Subsidiary maycollect, use and transfer, in electronic or other form, personal data as described in the Privacy Notice by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’sparticipation in the Plan. The Participant hereby acknowledges that the Participant has received, read and understood the Privacy Notice of the Company. 

**(ii)**    For the purpose of operating the Plan in the Bailiwick of Guernsey, any Authorized Jurisdiction, theEuropean Union, Switzerland and the United Kingdom, the Company will collect and process information relating to Participants in accordance with the Privacy Notice, a copy of which is provided to each Participant herewith. 

**(k)**    **Severability.**If any portion of the Plan or any Award Agreement or any action taken thereunder isheld illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan or such Award Agreement, and the Plan and such Award Agreement will be construed and enforced as if the illegal or invalidprovisions had been excluded, and the illegal or invalid action will be null and void. 

**(l)**    **GoverningDocuments.** If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it isexpressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply. 

All Awardswill be subject to Applicable Laws on insider trading and dealing and any specific insider trading, window period and/or dealing policy adopted by the Company. 

 
12 

**(m)**    **Governing Law and Jurisdiction.** The Plan and allAwards, including any non-contractual obligations arising in connection therewith, will be governed by and interpreted in accordance with the laws of Guernsey, disregarding any jurisdiction’s choice-of-law principles requiring the application of a jurisdiction’s laws other than that of Guernsey and the courts of Guernsey shall have exclusive jurisdiction tohear any dispute. 

**(n)**    **Claw-back Provisions.** All Awards (including any proceeds, gains or othereconomic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy that may be adopted from time totime to the extent such policy applies to the relevant Participant, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulationspromulgated thereunder) as set forth in such claw-back policy or the Award Agreement, to the extent applicable and permissible under Applicable Laws. No recovery of compensation under such a claw-back policy will be an event giving rise to aParticipant’s right to voluntary terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company. 

**(o)**    **Other Group Company policies.** All Awards (including any proceeds, gains or other economic benefit theParticipant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any relevant Company or Group Company policy to the extent such policy applies tothe relevant Participant, including but not limited to any remuneration policy and/or share retention, ownership, or holding policy that may be adopted from time to time. 

**(p)**    **Titles and Headings.** The titles and headings in the Plan are for convenience of reference only and,if any conflict, the Plan’s text, rather than such titles or headings, will control. 

**(q)**    **Conformityto Applicable Laws.** Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformancewith Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws and may be unilaterally cancelled by the Company (with the effect that allParticipant’s rights thereunder lapse with immediate effect) if the Administrator determines in its reasonable discretion that such conformity is not possible or practicable. 

**(r)**    **Relationship to Other Benefits.** No payment under the Plan will be taken into account in determiningany benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder. 

**(s)**    **Broker-Assisted Sales.** In the event of a broker-assisted sale of Shares in connection with thepayment of amounts owed by a Participant under or with respect to the Plan or Awards: (a) any Shares to be sold through the broker-assisted sale will be sold (subject in all cases to the Administrator having regard to the orderly marketing anddisposal of such Shares, and having the discretion to delay broker-assisted sales for such reasons) on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with otherParticipants in the Plan in which all Participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnifyand hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess incash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are

 
13 

insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee, or the Company or anySubsidiary may withhold from any payment to be made to the Participant (including but not limited to that Participant’s salary), an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation. 

**(t)**    **Change in Time Commitment.** In the event a Participant’s regular level of time commitment in theperformance of his or her services for the Company and any Subsidiary is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-timeEmployee or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Administrator may determine, to the extent permitted by Applicable Laws, to (i) make a corresponding reduction in the number of sharesor cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, subject to compliance with ApplicableLaws, including, without limitation, Section 409A, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is soreduced or extended. 

**(u)**    **Deferrals.** To the extent permitted by Applicable Laws, the Administrator,in its sole discretion, may determine that the issuance of Shares or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may also establish programs and procedures for deferral electionsto be made by Participants. 

 
**11.**
**VALID ISSUANCE.**

If the Company is unable to obtain the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale ofShares under the Plan, the Company will be relieved from any liability for failure to issue and sell Shares upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Awardor the subsequent issuance of Shares pursuant to the Award if such grant or issuance would be in violation of any Applicable Laws. 

 
**12.**
**DEFINITIONS.**

As used in the Plan, the following words and phrases will have the following meanings: 

**(a)**    “***Administrator***” means the Board or a Committee to the extent that the Board’spowers or authority under the Plan have been delegated to such Committee. 

**(b)**    “***ApplicableLaws***” means any applicable laws, statutes, constitutions, principles of common law, resolutions, ordinances, codes, edicts, decrees, rules, listing rules, regulations, judicial decisions, rulings or requirements issued, enacted,adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market, New York Stock Exchange,or the Financial Industry Regulatory Authority), including without limitation: (a) the requirements relating to the administration of equity incentive plans under the Island of Guernsey, U.S. federal and state securities, tax and otherapplicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted; and(b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. federal, state or local, non-Guernsey or non-United States,applicable in the Island of Guernsey, United States or any other relevant jurisdiction. 

**(c)**    “***Authorized Jurisdiction***” has the meaning set out in the Guernsey Data ProtectionLaw; 

 
14 

**(d)**    “***Award***” means, individually orcollectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, or Other Share Based Awards. 

**(e)**    “***Award Agreement***” means a written agreement between the Company and a Participantevidencing an Award, which may be electronic. The Award Agreement generally consists of the grant notice and the agreement that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms andconditions of the Plan. 

**(f)**    “***Board***” means the Board of Directors of the Company (orits designee). 

**(g)**    “***Cause***” means (i) if a Participant is a party to a writtenemployment or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “***Relevant Agreement***”), “Cause” as defined in the RelevantAgreement, and (ii) if no Relevant Agreement exists, (A) the Administrator’s determination that the Participant failed to substantially perform the Participant’s duties (other than a failure resulting from the Participant’sDisability); (B) the Administrator’s determination that the Participant failed to carry out, or comply with any lawful directive of the Board or the Participant’s immediate supervisor; (C) the occurrence of any act or omission by theParticipant that could reasonably be expected to result in (or has resulted in) the Participant’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or indictable offence or crimeinvolving fraud, dishonesty or moral turpitude (or equivalent in any jurisdiction); (D) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of itsSubsidiaries or while performing the Participant’s duties and responsibilities for the Company or any of its Subsidiaries; (E) the Participant’s commission of (or attempted commission of) an act of fraud, embezzlement,misappropriation, misconduct, or breach of fiduciary duty against the Company or any of its Subsidiaries; (F) the Participant’s unauthorized use or disclosure of the confidential information or trade secrets of the Company or anySubsidiary; or (G) the Participant’s material violation of any contract or agreement between the Participant and the Company (or Subsidiary) or of any statutory duty owed to the Company (or Subsidiary) or such Participant’s materialfailure to comply with the written policies or rules of the Company (or Subsidiary). 

**(h)**    “***Changein Control***” means and includes each of the following: 

**(i)**    a Sale; or 

**(ii)**    a Takeover. 

The Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively whether aChange in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whethera Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation. 

Notwithstanding the foregoing or any other provision of this Plan, the term Change in Control shall not include a sale of assets, merger orother transaction effected exclusively for the purpose of changing the domicile of the Company. 

**(i)**    “***Code***” means the US Internal Revenue Code of 1986, as amended, and the regulationsissued thereunder. 

**(j)**    “***Committee***” means one or more committees or subcommittees ofthe Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended thateach member of the Committee will be, at the time the Committee takes any action with respect to an Award 

 
15 

that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan. 

**(k)**    “***Company***” means Super Group (SGHC) Limited, anon-cellular company limited by shares registered in the Island of Guernsey with company number 69022, or any successor. 

**(l)**    “***Control***” has the meaning given in section 122 of the Income (Guernsey) Tax Law 1975as amended, unless otherwise specified. 

**(m)**    “***Corporate Event***” has the meaning givento it in Section 8(b). 

**(n)**    “***Designated Beneficiary***” means: (i) aParticipant’s personal representative appointed on Participant’s death; or (ii) if the Administrator permits from time to time in its discretion, the beneficiary or beneficiaries a Participant designates, in a manner the Administratordetermines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. 

**(o)**    “***Director***” means a Board member. 

**(p)**    “***Disability***” means a permanent and total disability under Section 22(e)(3) ofthe Code, as amended, and will be determined by the Administrator on the basis of such medical evidence as the Administrator deems warranted under the circumstances. 

**(q)**    “***Effective Date***” means 27 January 2022. 

**(r)**    “***Employee***” means any employee of the Company or its Subsidiaries. 

**(s)**    “***Equity Restructuring***” means any return of capital (including a share dividend(whether payable in the form of cash, shares, or any other form of consideration)), bonus issue of shares or other Company securities by way of capitalization of profits, distribution, share split, reverse share split,spin-off, rights offering, re-designation, redenomination, consolidation recapitalization through a large, nonrecurring cash dividend, or any similar equityrestructuring transaction, that affects the number or class of Shares (or other Company securities) or the nominal value of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Awards.Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as an Equity Restructuring. 

**(t)**    “***Exchange Act***” means the US Securities Exchange Act of 1934, as amended, and therules and regulations promulgated thereunder. 

**(u)**    “***Fair Market Value***” means, as ofany date, unless otherwise determined by the Administrator, the value of the Shares (as determined on a per share or aggregate basis, as applicable) determined as follows: 

**(i)**    If the Shares are listed on any established stock exchange or traded on any established market, the FairMarket Value will be the closing sales price for such Shares as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Shares) on the date of determination, as reported in a source the Administratordeems reliable. 

**(ii)**    If there is no closing sales price for the Shares on the date of determination, thenthe Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists. 

 
16 

**(iii)**    In the absence of such markets for the Shares, or ifotherwise determined by the Administrator, the Fair Market Value will be determined by the Administrator in good faith. 

**(v)**    “***Governmental**********Body***” means any: (a) nation, state,commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) the Island of Guernsey and including the Guernsey Financial Services Commission, United States federal, state, local and municipal, non-Guernsey or non-United States or other government; (c) governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division,department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance of doubt, any tax authority)or other body exercising similar powers or authority; or (d) self-regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority). 

**(w)**    “***Greater Than 10% Shareholder***” means an individual then owning (within the meaningof Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of equity securities of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code,respectively. 

**(x)**    “***Group***” means the Company and its Subsidiaries (references to“***Group Company***” shall be construed accordingly). 

**(y)**    “***Guernsey DataProtection Law***” means the Data Protection (Bailiwick of Guernsey) Law, 2017 as amended. 

**(z)**    “***ISO***” means an Option intended to be, and that qualifies as, an “incentivestock option” as defined in Section 422 of the Code. 

**(aa)**    “***MateriallyImpair***”******means any amendment to the terms of the Award that materially adversely affects the Participant’s rights under the Award. A Participant’s rights under an Award will not be deemed to have been MateriallyImpaired by any such amendment if the Administrator, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights. For example, the following types of amendments to the terms of anAward do not Materially Impair the Participant’s rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised; (ii) to maintain the qualified status ofthe Award as an ISO under Section 422 of the Code; (iii) to change the terms of an ISO in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an ISO under Section 422 of the Code; (iv) toclarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws. 

**(bb)**    “***Non-EmployeeSub-Plan***” means the Non-EmployeeSub-Plan to the Plan adopted by the Board. 

**(cc)**    “***Non-Qualified Option***” means an Option notintended or not qualifying as an ISO. 

**(dd)**    “***Option***” means an option to purchaseShares. 

**(ee)**    “***Other Share Based Awards***” means awards of Shares, and other awardsvalued wholly or partially by referring to, or are otherwise based on, Shares or other property, including the appreciation in value thereof (e.g., options or share rights with an exercise price or strike price less than 100% of the Fair MarketValue at the time of grant), that may be granted either alone or in addition to Awards provided for under Section 5 and Section 6. 

 
17 

**(ff)**    “***Participant***” means a ServiceProvider who has been granted an Award. 

**(gg)**    “***Plan***” means this 2021 EquityIncentive Plan, as amended from time to time. 

**(hh)**    **“*****Privacy Notice***” meansthe notice provided by or on behalf of the Company as data controller to a Participant as a data subject for the purposes of providing the information to the Participant as set out in Schedule 3 of the Guernsey Data Protection Law and as requiredunder the Guernsey Data Protection Law. 

**(ii)**    “***Restricted Shares***” means Sharesawarded to a Participant under Section 6 subject to certain vesting conditions and other restrictions. 

**(jj)**    “***Restricted Share Unit***” means an unfunded, unsecured right to receive, on theapplicable settlement date, one Share (or, if specified in the Award Agreement, other consideration determined by the Administrator to be of equal value as of such settlement date), subject to certain vesting conditions and other restrictionsprovided that nothing contained in the Plan or any Award Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between a Participant and the Company or aSubsidiary or any other person. 

**(kk)**    “***Rule16b-3***” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time totime. 

**(ll)**    “***Sale***” means the sale of all or substantially all of the assets of theCompany (in one transaction or a series of related transactions). 

**(mm)**    “***Section************ 409A***” means Section 409A of the Codeand all regulations, guidance, compliance programs and other interpretative authority thereunder. 

**(nn)**    “***Securities Act***” means the US Securities Act of 1933, as amended. 

**(oo)**    “***Service Provider***” means an Employee, Director or Consultant, *provided that*Consultants and Directors who are not Employees are *only*considered “Service Providers” eligible to be granted Awards under the Non-EmployeeSub-Plan.

**(pp)**    “***Share***” means an ordinary redeemable share of no par value in the capital ofthe Company. 

**(qq)**    “***Share Appreciation Right***” means a share appreciation rightgranted under Section 5. 

**(rr)**    “***Share Reserve***” has the meaning given to it inSection 4(a). 

**(ss)**    “***Subsidiary***” has the meaning as set out in section 531 ofthe Companies (Guernsey) Law, 2008, as amended. 

**(tt)**    “***Substitute Awards***” meansAwards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary orwith which the Company or any Subsidiary combines. 

**(uu)**    “***Takeover***” means if anyperson (or a group of persons acting in concert) (the “***Acquiring Person***”): 

**(i)**    obtains Control of the Company as the result of making a general offer to: 

**(1)**    acquire all of the issued ordinary share capital of the Company, which is made on a condition that, if itis satisfied, the Acquiring Person will have Control of the Company; or 

 
18 

**(2)**    acquire all of the shares in the Company which are of thesame class as the Shares; or 

**(ii)**    obtains Control of the Company as a result of a compromise or arrangementsanctioned by a court under Section 110 of the Companies (Guernsey) Law, 2008, as amended, or sanctioned under any other similar law of another jurisdiction; or 

**(iii)**    becomes bound or entitled under Part XVIII of the Companies (Guernsey) Law, 2008, as amended (or similarlaw of another jurisdiction) to acquire shares of the same class as the Shares; or 

**(iv)**    obtains Control ofthe Company in any other way. 

**(vv)**    “***Termination of Service***” means the date theParticipant ceases to be a Service Provider as defined in the Plan. 

 
19 

**NON-EMPLOYEESUB-PLAN**

**TO THE SUPER GROUP (SGHC) LIMITED 2021 EQUITY INCENTIVE PLAN**

This sub-plan (the “***Non-EmployeeSub-Plan***”) to the Super Group (SGHC) Limited 2021 Equity Incentive Plan (the “***Plan***”) governs the grant of Awards to Consultants (defined below) and Directors who are notEmployees. The Non-EmployeeSub-Plan incorporates all the provisions of the Plan except as modified in accordance with the provisions of this Non-EmployeeSub-Plan.

Awards granted pursuant to the Non-EmployeeSub-Plan are not granted pursuant to an “employees’ share scheme” for the purposes of Guernsey legislation. 

For the purposes of the Non-EmployeeSub-Plan, the provisions of the Planshall operate subject to the following modifications: 

 
**1.**
**Interpretation**

In the Non-EmployeeSub-Plan, unless the context otherwise requires, thefollowing words and expressions have the following meanings: 

“***Consultant***” means any person, including any adviser, engaged by theCompany or any Group Company to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company or any Group Company; (ii) renders services not in connection with the offer or sale of securitiesin a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person. Notwithstanding the foregoing, a person is treated as a Consultant only if aForm S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person. 

“***Service Provider***” means a Consultant or Director who is not an Employee. 

“***Termination of Service***” means, subject to Section 3 below, the date the Participant ceases to be a Service Provider as definedin this Non-EmployeeSub-Plan.

 
**2.**
**Eligibility**

Service Providers are eligible to be granted Awards under the Non-EmployeeSub-Plan.

 
**3.**
**Service Provider status and Termination of Service**

If the Administrator so determines, a Participant who ceases to be a Service Provider for the purposes of thisNon-EmployeeSub-Plan and who becomes a Service Provider as defined in the Plan immediately thereafter (provided that there is no interruption or termination of theParticipant’s service with the Company or a Subsidiary) may be considered to remain continuously a Service Provider for the purposes of the Non-EmployeeSub-Plan.

 
1