EX-10.5




 Exhibit 10.5 

SUPER GROUP (SGHC) LIMITED 

2021 EMPLOYEE SHARE PURCHASE PLAN 

ADOPTED BY THE TRANSACTION COMMITTEE OF
THE BOARD OF DIRECTORS: 
 22 DECEMBER 2021 

APPROVED BY THE COMPANY’S SHAREHOLDERS: 31
DECEMBER 2021 
 1.    GENERAL; PURPOSE. 

(a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an
opportunity to purchase Shares. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. 

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new
Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations. 

2.    ADMINISTRATION. 

(a) The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees, as provided in
Section 2(c). 
 (b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan and
all applicable laws: 
  

	 	(i)	 To determine when and how Purchase Rights will be granted and the provisions of each Offering (which
need not be identical), including whether an Offering is intended to qualify under the provisions of Section 423 of the Code. 


  

	 	(ii)	 To designate from time to time which Related Corporations will be eligible to participate in the Plan.



  

	 	(iii)	 To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and
regulations for the administration of the Plan. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.



  

	 	(iv)	 To settle all controversies regarding the Plan and Purchase Rights. 



 

	 	(v)	 To amend the Plan at any time as provided in Section 12. 



 

	 	(vi)	 To suspend or terminate the Plan at any time as provided in Section 12. 



 

	 	(vii)	 Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the
best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan. 



  
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	 	(viii)	 To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by
Employees who are nationals of, or employed in, a jurisdiction outside the United States. 


 (c) The Board may
delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the
Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references to the Board in this Plan and in any applicable Offering
Document will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to
concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the
final power to determine all questions of policy and expediency that may arise in the administration of the Plan. 
 (d) All
determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. 

3.    SHARES SUBJECT TO THE PLAN. 

(a) Subject to Section 11(a) relating to Capitalization Adjustments, the aggregate number of Shares that may be issued under the Plan is
4,812,460 Shares (the “Share Reserve”). In addition, the Share Reserve will automatically increase on January 1st of each year following the year in which the Company’s shareholders initially approve the Plan and ending
on (and including) January 1, 2031, in an amount equal to the lesser of 1% of the total number of Shares outstanding on December 31st of the preceding calendar year and 7,000,000 Shares. 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 for such 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. In no event, however, shall more than 63,000,000 Shares be issued under the Plan in the aggregate. 

(b) If any Purchase Right terminates without having been exercised in full, the Shares not purchased under such Purchase Right will
again become available for issuance under the Plan. 
 (c) The shares issuable under the Plan will be new Shares. 

4.    GRANT OF PURCHASE RIGHTS; OFFERING. 

(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering
(consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate and will, to the extent
applicable, comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering will be incorporated by reference into the Plan and
treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the
period during which the Offering will be effective, which period will not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive. 

  
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 (b) If a Participant has more than one Purchase Right outstanding under the Plan,
unless he or she otherwise indicates in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if
different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise
prices) will be exercised. 
 (c) The Board will have the discretion to structure an Offering so that if the Fair Market Value
of a Share on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a Share on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first
Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period. 

5.    ELIGIBILITY. 

(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to
Employees of a Related Corporation. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company or the Related Corporation, as
the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous employment be equal to or greater than two (2) years. In addition, subject to applicable law,
the Board may provide that no Employee will be eligible to be granted Purchase Rights unless, on the Offering Date, such Employee’s customary employment with the Company or the Related Corporation is more than twenty (20) hours per week and
more than five (5) months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code (to the extent applicable) and applicable law. 

(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or
dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of
that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that: 

  
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	 	(i)	 the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase
Right for all purposes, including determination of the exercise price of such Purchase Right; 


  

	 	(ii)	 the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end
coincident with the end of such Offering; and 


  

	 	(iii)	 the Board may provide that if such person first becomes an Eligible Employee within a specified period
of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering. 



(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such
Employee owns securities possessing five percent (5%) or more of the total combined voting power or value of all classes of securities of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of
the Code will apply in determining the security ownership of any Employee, and securities which such Employee may purchase under all outstanding Purchase Rights and options will be treated as securities owned by such Employee. 

(d) As specified by Section 423(b)(8) of the Code, to the extent applicable, an Eligible Employee may be granted Purchase Rights only
if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employee’s rights to purchase securities of the Company or any
Related Corporation to accrue at a rate which exceeds twenty-five thousand United States Dollars ($25,000) of Fair Market Value of such securities (determined at the time such rights are granted, and which, with respect to the Plan, will be
determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time. 
 (e)
Officers of the Company and any designated Related Corporation, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that
Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate. 

6.    PURCHASE RIGHTS; PURCHASE PRICE. 

(a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to
purchase up to that number of Shares purchasable either with a percentage or with a maximum amount (in United States Dollars), as designated by the Board, but in either case not exceeding fifteen percent (15%) of such Employee’s earnings (as
defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of
the Offering. 
 (b) The Board will establish one (1) or more Purchase Dates during an Offering on which Purchase Rights granted
pursuant to that Offering will be exercised and Shares will be purchased in accordance with such Offering. 

  
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 (c) In connection with each Offering made under the Plan, the Board may specify (i) a
maximum number of Shares that may be purchased by any Participant pursuant to such Offering, (ii) a maximum number of Shares that may be purchased by any Participant on any Purchase Date pursuant to such Offering, (iii) a maximum aggregate number of
Shares that may be purchased by all Participants pursuant to such Offering, and/or (iv) a maximum aggregate number of Shares that may be purchased by all Participants on any Purchase Date pursuant to such Offering. If the aggregate purchase of
Shares issuable upon exercise of Purchase Rights granted under such Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions)
allocation of the Shares available will be made in as nearly a uniform manner as will be practicable and equitable. 
 (d) The
purchase price of Shares acquired pursuant to Purchase Rights will be not less than the lesser of: 
  

	 	(i)	 an amount equal to eighty-five percent (85%) of the Fair Market Value of the Shares on the Offering
Date; or 


  

	 	(ii)	 an amount equal to eighty-five percent (85%) of the Fair Market Value of the Shares on the applicable
Purchase Date. 


 7.    PARTICIPATION; WITHDRAWAL; TERMINATION.

 (a) An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and
delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each
Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable law requires that Contributions be deposited with a
third party. To the extent provided in the Offering, a Participant may begin such Contributions on or after the Offering Date. To the extent provided in the Offering, a Participant may thereafter decrease (including to zero) or increase his or her
Contributions. To the extent specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through payment by cash or check prior to a Purchase Date. 

(b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a
withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will
distribute to such Participant all of his or her accumulated but unused Contributions without interest. A Participant’s withdrawal from an Offering will have no effect upon his or her eligibility to participate in any other Offerings under the
Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings. 

  
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 (c) Purchase Rights granted pursuant to any Offering under the Plan will terminate
immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or (ii) is otherwise no longer eligible to participate. The Company will
distribute to such individual all of his or her accumulated but unused Contributions without interest. 
 (d) Purchase Rights
will not be transferable by a Participant except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10. During a Participant’s lifetime, Purchase Rights will
be exercisable only by such Participant. 
 (e) Unless otherwise specified in an Offering, the Company will have no obligation
to pay interest on Contributions. 
 8.    EXERCISE OF PURCHASE
RIGHTS. 
 (a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the
purchase of Shares, up to the maximum number of Shares permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued upon the exercise of Purchase Rights unless specifically
provided for in the Offering. 
 (b) If any amount of accumulated Contributions remains in a Participant’s account after the
purchase Shares and such remaining amount is less than the amount required to purchase one Share on the final Purchase Date of an Offering, then such remaining amount will be held in such Participant’s account for the purchase of Shares under
the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such next Offering, in which case such amount will be distributed to such Participant after the final Purchase Date without interest. If
the amount of Contributions remaining in a Participant’s account after the purchase of Shares is at least equal to the amount required to purchase one (1) whole Share on the final Purchase Date of an Offering, then such remaining amount will be
distributed in full to such Participant after the final Purchase Date of such Offering without interest. 
 (c) No Purchase
Rights may be exercised to any extent unless the Shares to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable
Guernsey, United States federal and state laws, non-Guernsey or non-United States laws, and other securities and other laws applicable to the Plan. If, on a Purchase Date, the Shares are not so registered or the Plan is not in such compliance, no
Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the Shares are subject to such an effective registration statement and the Plan is in such compliance, except that the Purchase Date will not be
delayed more than twelve (12) months and the Purchase Date will in no event be more than twenty-seven (27) months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the Shares are not so registered or the
Plan is not in such compliance, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest. 

  
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 9.    VALID ISSUANCE. 

If the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful
issuance and sale of Shares under the Plan, and at a commercially reasonable cost, the Company shall not be required to grant Purchase Rights and/or to issue and sell Shares upon exercise of such Purchase Rights. 

10.    DESIGNATION OF BENEFICIARY. 

(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any
Shares and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are issued or delivered to the Participant. The Company may, but is not obligated to, permit the
Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company. 

(b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will transfer any Shares and/or deliver
any Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may issue such Shares and/or deliver such
Contributions to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 

11.    ADJUSTMENTS UPON CHANGES IN CAPITALIZATION;
CORPORATE TRANSACTIONS. 
 (a) In the event of a Capitalization Adjustment, the Board will
appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a); (ii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding
Offerings and Purchase Rights; and (iii) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and
conclusive. 
 (b) In the event of a Corporate Transaction, (i) any surviving or acquiring entity (or its parent company) may
assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the shareholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or
acquiring entity (or its parent company) does not assume or continue outstanding Purchase Rights or does not substitute similar rights for outstanding Purchase Rights, then the Participants’ accumulated Contributions will be used to
purchase Shares within ten (10) business days prior to the Corporate Transaction under such Purchase Rights, and such Purchase Rights will terminate immediately after such purchase. 

12.    AMENDMENT, SUSPENSION OR TERMINATION OF
THE PLAN. 
 (a) The Board may amend the Plan at any time in any respect the Board deems necessary
or advisable. However, shareholder approval will be required for any amendment of the Plan for which shareholder approval is required by applicable law or listing requirements. 

  
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 (b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may
be granted under the Plan while the Plan is suspended or after it is terminated. In the event that the Plan is terminated, unless otherwise determined by the Board, any Purchase Rights then outstanding shall immediately terminate and the Company
will distribute to Participants all of their accumulated but unused Contributions without interest. 
 (c) Any benefits,
privileges, entitlements and obligations under any outstanding Purchase Rights granted before an amendment of the Plan will not be materially impaired by any such amendment except (i) with the consent of the person to whom such Purchase Rights were
granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder
relating to Employee Stock Purchase Plans, to the extent applicable) including, without limitation, any such regulations or other guidance that may be issued or amended after the Adoption Date, or (iii) as necessary to obtain or maintain favorable
tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements
of Section 423 of the Code, to the extent applicable. 
 Notwithstanding anything in the Plan or any Offering Document to the
contrary, the Board will be entitled to: (i) establish the exchange ratio applicable to amounts withheld in a currency other than United States Dollars; (ii) permit Contributions in excess of the amount designated by a Participant in order to adjust
for mistakes in the Company’s processing of properly completed Contribution elections; (iii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of
Shares for each Participant properly correspond with amounts withheld from the Participant’s Contributions; (iv) amend any outstanding Purchase Rights or clarify any ambiguities regarding the terms of any Offering to enable the Purchase Rights
to qualify under and/or comply with Section 423 of the Code, to the extent applicable; and (v) establish other limitations or procedures as the Board determines in its sole discretion advisable that are consistent with the Plan. The actions of
the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under each Offering. 

13.    EFFECTIVE DATE OF PLAN. 

The Plan will become effective on the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the
shareholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a), materially amended) by the Board. 

14.    MISCELLANEOUS PROVISIONS. 

(a) Proceeds from the sale of Shares pursuant to Purchase Rights will constitute general funds of the Company. 

  
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 (b) A Participant will not be deemed to be the holder of, or to have any of the
rights of a holder with respect to, Shares subject to Purchase Rights unless and until the Participant’s Shares acquired upon exercise of Purchase Rights are recorded in the register of members of the Company (or its transfer agent).

 (c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter
the at will nature of a Participant’s employment or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation, or on the part of the Company or a
Related Corporation to continue the employment of a Participant. 
 (d) The Plan and all Purchase Rights, 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 to hear any dispute. 

15.    DEFINITIONS. 

As used in the Plan, the following definitions will apply to the capitalized terms indicated below: 

(a) “Adoption Date” means 22 December 2021 which is the date the Plan was adopted by the Board. 

(b) “Board” means the Board of Directors of the Company. 

(c) “Capitalization Adjustment” means a nonreciprocal transaction between the Company and its shareholders,
such as a share dividend (whether payable in the form of cash, shares, or any other form of consideration), distribution, share split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number
or kind of Shares (or other Company securities) or the price of Shares (or other Company securities) and causes a change in the per share value of the Shares underlying outstanding Purchase Rights. 

(d) “Code” means the US Internal Revenue Code of 1986, as amended, including any applicable regulations and
guidance thereunder. 
 (e) “Committee” means a committee of one (1) or more members of the Board to
whom authority has been delegated by the Board in accordance with Section 2(c). 
 (f) “Company” means Super
Group (SGHC) Limited, a non-cellular company limited by shares incorporated in the Island of Guernsey with company number 69022, or any successor. 

(g) “Contributions” means the payroll deductions and other additional payments specifically provided for in the
Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had
the maximum permitted amount withheld during the Offering through payroll deductions. 

  
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 (h) “Control” has the meaning given in section 122 of the
Income (Guernsey) Tax Law 1975 as amended, unless otherwise specified. 
 (i) “Corporate Transaction” means
and includes each of the following: 
  

	 	(i)	 a Sale; or 


  

	 	(ii)	 a Takeover. 



 

	    	 The Board shall have full and final authority, which shall be exercised in its sole discretion, to determine
conclusively whether a Corporate Transaction has occurred pursuant to the above definition, the date of the occurrence of such Corporate Transaction and any incidental matters relating thereto. 



(j) “Director” means a member of the Board. 

(k) “Effective Date” means the effective date of this Plan document, which is the date of the written
resolution of the shareholders of the Company dated 31 December 2021, provided that this Plan is approved by the Company’s shareholders pursuant to such written resolution. 

(l) “Eligible Employee” means an Employee who meets the requirements set forth in the document(s) governing the
Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan. 

(m) “Employee” means any person, including an Officer or Director, who is “employed” for purposes of
Section 423(b)(4) of the Code by the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. 

(n) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under
an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 
 (o) “Exchange
Act” means the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 
 (p)
“Fair Market Value” means, as of any date, the value of the Shares determined as follows: 
  

	 	(i)	 If the Shares are listed on any established stock exchange or traded on any established market, the Fair
Market Value of a Share will be, unless otherwise determined by the Board, the closing sales price for such a Share 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 Board deems reliable. 



  
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	 	(ii)	 Unless otherwise provided by the Board, if there is no closing sales price for the Shares on the date of
determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists. 


  

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


  

	 	(iv)	 If such Fair Market Value is in a currency other than United States Dollars, it shall be converted into
United States Dollars using the exchange rate as reported in a source the Board deems reliable. 


 (q)
“Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering
will generally be set forth in the “Offering Document” approved by the Board for that Offering. 
 (r)
“Offering Date” means a date selected by the Board for an Offering to commence. 
 (s)
“Officer” means a person who is an officer of the Company or a Related Corporation within the meaning of Section 16 of the Exchange Act. 

(t) “Participant” means an Eligible Employee who holds an outstanding Purchase Right. 

(u) “Plan” means this Super Group (SGHC) Limited 2021 Employee Share Purchase Plan. 

(v) “Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights
will be exercised and on which purchases of Shares will be carried out in accordance with such Offering. 
 (w) “Purchase
Period” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date and ending on a Purchase Date. An Offering may consist of one or more Purchase
Periods. 
 (x) “Purchase Right” means an option to purchase Shares granted pursuant to the Plan. 

(y) “Related Corporation” means any “parent corporation” or “subsidiary corporation” of the
Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 
 (z)
“Sale” means the sale of all or substantially all of the assets of the Company (in one transaction or a series of related transactions). 

(aa) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 

  
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 (bb) “Share” means an ordinary redeemable share of no par
value in the capital of the Company having the rights ascribed to it in the articles of incorporation of the Company. 
 (cc)
“Subsidiary” means any entity (other than the Company), whether in Guernsey, the United States or otherwise, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity
in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

 (dd) “Takeover” means if any person (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 Share capital of the Company, which is made on a condition that, if it is
satisfied, the Acquiring Person will have Control of the Company; or 


  

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



  

	 	(ii)	 obtains Control of the Company as a result of a compromise or arrangement sanctioned 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 similar
law of another jurisdiction) to acquire shares of the same class as the Shares; or 


  

	 	(iv)	 obtains Control of the Company in any other way. 



(ee) “Trading Day” means any day on which the exchange(s) or market(s) on which Shares are listed (including,
but not limited to, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the NYSE, or any successors thereto) is open for trading. 

  
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