Exhibit
10.1


 


OKYO
PHARMA LIMITED


 


 






 


SHARE
OPTION PLAN


WITH
NON-EMPLOYEE SUB-PLAN AND US SUB-PLAN


 


 






 


ADOPTED
BY THE BOARD ON 5 JULY 2018


 








 


COOLEY
(UK) LLP, DASHWOOD, 69 OLD BROAD STREET, LONDON EC2M 1QS, UK T: +44 (0) 20 7583 4055 F: +44 (0) 20 7785 9355 WWW.COOLEY.COM


 




    	 



     


    

 


Rules
of the OKYO Pharma Limited Share Option Plan


 


Established
by resolution of the board of directors of the Company on 5 July 2018.


 


	1.	INTERPRETATION


 


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


 


Adoption
Date: the date of the adoption of the Plan by the Company.


 


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


 


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


 


Closed
Period: has the meaning given in Article 19(11) of the Market Abuse Regulation.


 


Company:
OKYO Pharma Limited a company incorporated in Guernsey.


 


Control:
has the meaning given in section 719 of ITEPA 2003.


 


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


 


Dealing
Day: a day on which the London Stock Exchange is open for the transaction of business.


 


Dilutive
Shares: On any date, all shares of the Company which:


 


	 	(a)	have
    been issued on the exercise of options granted, or in satisfaction of any other awards made, under any Share Incentive Scheme (including
    the Plan) in the ten years ending on (and including) that date; and
	 	 	 
	 	(b)	remain
    capable of issue under any Existing Options.


 


Employee:
any individual who is an employee of a Group Company.


 


Employer
NICs: Any secondary class 1 (employer) NICs (or the equivalent in any jurisdiction) that any employer (or former employer) of an
Option Holder is liable to pay (or reasonably believes it is liable to pay) as a result of any Taxable Event (or which they would be
liable to pay in the absence of an election referred to in rule 9.2(b)) and which may be lawfully recovered from the Option Holder.


 


Exercise
Condition: any condition (whether relating to performance or not) set under rule 3 which either:


 


	 	(a)	must
    be met before an Option can be exercised at all; or
	 	 	 
	 	(b)	provides
    that the extent to which an Option becomes capable of exercise shall be determined by reference to performance (for example, of any
    Group Company, the Option Holder or his business unit) over a certain period measured against specified targets.


 




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Exercise
Price: the price at which each Share subject to an Option may be acquired on the exercise of that Option which (subject to rule 12)
if Shares are to be newly issued to satisfy the Option may not be less than the nominal value of a Share.


 


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


 


Grantor:
the person granting an Option, which may be:


 


	 	(a)	the
    Company; or
	 	 	 
	 	(b)	the
    trustees of an employee benefit trust authorised by the Board to grant Options at the relevant time; or
	 	 	 
	 	(c)	any
    other person so authorised.


 


Group
Company: any of the following:


 


	 	(a)	the
    Company; and
	 	 	 
	 	(b)	any
    company which is a Subsidiary of the Company.


 


ITEPA
2003: the Income Tax (Earnings and Pensions) Act 2003.


 


Market
Abuse Regulation: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.


 


Market
Value: whichever of the following applies:


 


	 	(a)	on
    any day on which Shares are listed on the London Stock Exchange the closing price of a Share on that exchange for the immediately
    preceding Dealing Day;
	 	 	 
	 	(b)	on
    any day on which Shares are not listed on that exchange, the market value of a Share determined to the satisfaction of the Board
    in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992; or
	 	 	 
	 	(c)	in
    the event of a fundraising by the Company or more than 10% of its issued share capital, the issue price for that fundraise.


 


NICs:
National Insurance contributions.


 


Option:
a right to acquire Shares granted under the Plan.


 


Option
Certificate: a certificate setting out the terms of an Option, in accordance with rule 2.3.


 


Option
Holder: an individual who holds an Option or, where applicable, his personal representatives.


 




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


 


Redundancy:
has the meaning given by the Employment Rights Act 1996.


 


Retirement:
ceasing employment with the intention of retiring.


 


Share
Incentive Scheme: any arrangement to provide employees or directors (or both) with shares.


 


Shares:
ordinary shares of 1 pence each in the Company (subject to rule 12).


 


Subsidiary:
a company which is a subsidiary of the Company.


 


Sufficient
Shares: the smallest number of Shares which, when sold, will produce an amount at least equal to the relevant Tax Liability (after
deduction of brokerage and any other charges or taxes on the sale).


 


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


 


	 	(a)	the
    Option, including its exercise, its assignment or surrender for consideration, or the receipt of any benefit in connection with it;
	 	 	 
	 	(b)	any
    Shares (or other securities or assets):


 


	 	(i)	earmarked
    or held to satisfy the Option;
	 	 	 
	 	(ii)	acquired
    on exercise of the Option;
	 	 	 
	 	(iii)	acquired
    as a result of holding the Option; or
	 	 	 
	 	(iv)	acquired
    in consideration of the assignment or surrender of the Option;


 


	 	(c)	any
    securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in (b);
    or
	 	 	 
	 	(d)	any
    amount due under PAYE in respect of securities or assets within (a) to (c) above, including any failure by the Option Holder to make
    good such an amount within the time limit specified in section 222 of the Income Tax (Earnings and Pensions) Act 2003.


 


Tax
Liability: the total of:


 


	 	(a)	any
    income tax and primary class 1 (employee) NICs (or their equivalents in any jurisdiction) for which any employer (or former employer)
    of the Option Holder is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any
    Taxable Event; and
	 	 	 
	 	(b)	any
    Employer NICs (or the equivalent in any jurisdiction) that any employer (or former employer) of the Option Holder is or may be liable
    to pay (or reasonably believes it is or may be liable to pay) as a result of any Taxable Event which can be recovered lawfully from
    the Option Holder.


 




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	1.2.	Rule
    headings shall not affect the interpretation of the Plan.
	 	 
	1.3.	Unless
    the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
	 	 
	1.4.	Unless
    the context otherwise requires, a reference to one gender shall include a reference to the other genders.
	 	 
	1.5.	A
    reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
	 	 
	1.6.	A
    reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute
    or statutory provision.
	 	 
	1.7.	A
    reference to writing or written includes fax and e-mail.
	 	 
	1.8.	Any
    obligation on a party not to do something includes an obligation not to allow that thing to be done.
	 	 
	1.9.	References
    to a document in agreed form are to that document in the form agreed by the parties and initialled by or on their behalf for
    identification.
	 	 
	1.10.	A
    reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement
    or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.
	 	 
	1.11.	References
    to rules are to rules of the Plan.
	 	 
	1.12.	Any
    words following the terms including, include, in particular, for example or any similar expression shall
    be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those
    terms.


 


	2.	GRANT
    OF OPTIONS
	 	 
	2.1.	Subject
    to the limitations and conditions of the Plan, any Grantor may grant an Option to any Employee it chooses during:


 


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


 




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	2.2.	Options
                                            may not be granted:



 


	 	(a)	at
    any time when that grant would be prohibited by, or in breach of any:


 


	 	(i)	law;
    or
	 	 	 
	 	(ii)	the
    Market Abuse Regulation or any other regulation with the force of law; or
	 	 	 
	 	(iii)	rule
    or an investment exchange on which Shares are listed or traded, or any other non-statutory rule that binds the Company or with which
    the Board has resolved to comply; or


 


	 	(b)	after
    the tenth anniversary of the Adoption Date.


 


	2.3.	An
    Option shall be granted by the Grantor executing an Option Certificate as a deed in a form approved by the Board. Each Option Certificate
    shall (without limitation):


 


	 	(a)	specify
    the Date of Grant of the Option, which shall not be earlier than the date on which the relevant Option Certificate is executed by
    the Grantor;
	 	 	 
	 	(b)	specify
    the number and class of the Shares over which the Option is granted;
	 	 	 
	 	(c)	specify
    the Exercise Price;
	 	 	 
	 	(d)	specify
    the date(s) after which the Option may be exercised, unless an earlier event described in these Rules occurs to cause the Option
    to lapse or to become exercisable (unless any such events are expressed in the Option Certificate to be specifically disapplied).
    Any such date may not be later than the tenth anniversary of the Date of Grant;
	 	 	 
	 	(e)	specify
    the date when the Option will lapse, assuming that the Option is not exercised earlier and no event described in these Rules occurs
    to cause the Option to lapse earlier (unless any such events are expressed in the Option Certificate to be disapplied). This date
    may not be:


 


	 	(i)	earlier
    than the date falling one year after the latest date specified under rule 2.3(d); or
	 	 	 
	 	(ii)	later
    than the tenth anniversary of the Date of Grant;


 


	 	(f)	specify
    any Exercise Conditions (and any restrictions on the variation or waiver of Exercise Conditions) set under rule 3;
	 	 	 
	 	(g)	include
    a statement that the Option is subject to these rules (which shall be incorporated in the Option Certificate by reference);
	 	 	 
	 	(h)	include
    the terms required by rule 9.1, rule 9.2 and rule 9.5; and
	 	 	 
	 	(i)	include
    a summary of each of the following:


 


	 	(i)	Rule
    5.1 and rule 5.2(g);
	 	 	 
	 	(ii)	Rule
    6.3;
	 	 	 
	 	(iii)	Rule
    7; and
	 	 	 
	 	(iv)	Rule
    10.


 




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	2.4.	No
    amount shall be paid by an Employee for the grant of an Option.


 


	3.	EXERCISE
    CONDITIONS
	 	 
	3.1.	On
    the Date of Grant of any Option, the Grantor:


 


	 	(a)	may
    specify one or more appropriate Exercise Conditions for the Option; and
	 	 	 
	 	(b)	may
    specify, for any Exercise Condition:


 


	 	(i)	any
    restrictions that will apply to variation or waiver of that Exercise Condition under rule 3.3; or
	 	 	 
	 	(ii)	that
    there may be no such variation or waiver.


 


	3.2.	An
    Exercise Condition may be specified to apply only to part of an Option.
	 	 
	3.3.	Subject
    to any restrictions on variation or waiver specified by the Grantor under rule 3.1(b), the Board may vary or waive any Exercise Condition,
    provided that any varied Exercise Condition shall be (in the reasonable opinion of the Board):


 


	 	(a)	a
    fairer measure of performance than the original Exercise Condition, as judged at the time of the variation, if the original Exercise
    Condition relates to a measure of performance; and
	 	 	 
	 	(b)	no
    more difficult to satisfy than the original Exercise Condition was at the Date of Grant.


 


	3.4.	The
    Board shall determine whether, and to what extent, Exercise Conditions have been satisfied.
	 	 
	3.5.	If
    an Option is subject to any Exercise Condition, the Board shall notify the Option Holder (and the Grantor, if not the Company) within
    a reasonable time after the Board becomes aware of the relevant information:


 


	 	(a)	whether
    (and, if relevant, to what extent) the Exercise Condition has been satisfied; and
	 	 	 
	 	(b)	of
    any subsequent change in whether, or the extent to which, the Exercise Condition has been satisfied; and
	 	 	 
	 	(c)	when
    that Exercise Condition has become incapable of being satisfied, in whole or in part; and
	 	 	 
	 	(d)	of
    any waiver or variation of that Exercise Condition under rule 3.3.


 




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	3.6.	For
    the avoidance of doubt, rule 3.3 permits the Board to make a general waiver of Exercise Conditions on the occurrence of an event
    permitting the exercise of Options under rule 11.


 


	4.	OVERALL
    LIMITS ON GRANTS
	 	 
	4.1.	No
    Option shall be granted under rule 2 if that grant would result in the total number of Dilutive Shares exceeding 15% of the issued
    share capital of the Company.


 


	5.	LAPSE
    OF OPTIONS
	 	 
	5.1.	Options
    (and any rights arising under them) may not be transferred or assigned, or have any charge or other security interest created over
    them. An Option shall lapse if the relevant Option Holder attempts to do any of those things. However, the transfer of an Option
    to an Option Holder’s personal representatives on the death of the Option Holder will not cause an Option to lapse.
	 	 
	5.2.	An
    Option shall lapse on the earliest of the following:


 





	 	(a)	any
    attempted action by the Option Holder falling within rule 5.1; or
	 	 	 
	 	(b)	when
    an Exercise Condition applying to the whole Option becomes incapable of being met, as a result of which no part of the Option can
    be exercised; or
	 	 	 
	 	(c)	the
    date on which the Option shall lapse, as specified in the Option Certificate; or
	 	 	 
	 	(d)	the
    first anniversary of the Option Holder’s death; or
	 	 	 
	 	(e)	the
    expiry of 12 months after the Option Holder ceases to be an employee of any Group Company for any reason (or the expiry of such other
    period as the Board may in its sole discretion determine, including in in relevant the Option Certificate(s));
	 	 	 
	 	(f)	if
    any part of rule 11 applies, the time specified for the lapse of the Option under that part of rule 11; or
	 	 	 
	 	(g)	when
    the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, or applies for an interim order under Part VIII of the
    Insolvency Act 1986, or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps,
    or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act.


 


	5.3.	Part
    of an Option shall lapse where:


 


	 	(a)	an
    Exercise Condition set for that Option has been met in such a way that the Option has become, and shall remain, exercisable only
    in part; or
	 	 	 
	 	(b)	an
    Exercise Condition set for part of that Option becomes incapable of being met, as a result of which that part of the Option cannot
    be exercised.


 




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	6.	EXERCISE
    OF OPTIONS
	 	 
	6.1.	Subject
    to rule 5, the other provisions of this rule 6 and rule 11, an Option (or part of it) may be exercised at any time after the earliest
    of the following:


 


	 	(a)	the
    earliest date on which the Option (or the relevant part of it) may be exercised as set out in the Option Certificate; or
	 	 	 
	 	(b)	when
    the Option Holder ceases to be an employee of any Group Company (and does not then become or remain an employee of any other Group
    Company); or
	 	 	 
	 	(c)	the
    death of the Option Holder,


 


SAVE
THAT the extent to which an Option may be exercised will be determined by reference to the Exercise Conditions and any time vesting provisions
set out in the Option Certificate unless the Board determines otherwise.


 


	6.2.	No
    Option may be exercised when its exercise is prohibited by, or would be a breach of, the Market Abuse Regulation or any law or regulation
    with the force of law or any rule of an investment exchange on which the Shares are listed or traded, or other rule, code or set
    of guidelines (such as a personal dealing code adopted by the Company).
	 	 
	6.3.	An
    Option may only be exercised if the Option Holder has:


 


	 	(a)	confirmed
    his agreement to rule 9 in writing (this confirmation may be included in the exercise notice); and
	 	 	 
	 	(b)	made
    any arrangements, or entered into any agreements, that may be required under and are referred to in rule 9 in respect of the exercise.


 


	7.	EARLY
    EXERCISE AND EXERCISE AFTER LEAVING


 


	7.1.	If
    an Option becomes exercisable under any part of :


 


	 	(a)	Rule
    6.1 (other than rule 6.1(a)); or
	 	 	 
	 	(b)	Rule
    11,


 


before
the earliest exercise date of the Option (as specified in the Option Certificate), the maximum number of Shares (rounded up or down to
the nearest whole number) over which the Option may be exercised shall be determined as set out in the Option Certificate unless the
Board determines otherwise.


 


	8.	MANNER
    OF EXERCISE OF OPTIONS
	 	 
	8.1.	Where
    an Option is exercised in part, it shall be exercised over at least 1000 Shares or, if less, the number of Shares over which the
    Option is then exercisable.
	 	 
	8.2.	An
    Option shall be exercised by the Option Holder giving a written exercise notice to the Grantor, which:


 




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	 	(a)	shall
    set out the number of Shares over which the Option Holder wishes to exercise the Option. If that number exceeds the number over which
    the Option may be validly exercised at the time:


 


	 	(i)	the
    Option shall be treated as exercised only in respect of that lesser number; and
	 	 	 
	 	(ii)	any
    excess amount paid to exercise the Option or meet any Tax Liability shall be refunded;


 


	 	(b)	include
    a power of attorney appointing the Company as the Option Holder’s agent and attorney for the purposes of rule 9.4 and rule
    9.5;
	 	 	 
	 	(c)	include
    the confirmation required by rule 6.3(a);
	 	 	 
	 	(d)	shall
    be made using a form that the Board will approve; and
	 	 	 
	 	(e)	shall
    be copied to the Company, if the Grantor is not the Company.


 


	8.3.	Any
                                            exercise notice shall be accompanied by:



 


	 	(a)	payment
    of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice, unless the Option Holder has
    entered into binding alternative arrangements to secure the payment of that amount to the Grantor which are satisfactory to the Board
    (in its absolute discretion); and
	 	 	 
	 	(b)	any
    payment required under rule 9; and/or
	 	 	 
	 	(c)	any
    documentation relating to arrangements or agreements required under rule 9.


 


	8.4.	Any
    exercise notice shall be invalid:


 


	 	(a)	to
    the extent that it is inconsistent with the Option Holder’s rights under these rules and the Option Certificate; or
	 	 	 
	 	(b)	if
    any of the requirements of rule 8.2 or rule 8.3 are not met; or
	 	 	 
	 	(c)	if
    any payment referred to in rule 8.3 is made by a cheque that is not honoured on first presentation or in any other manner which fails
    to transfer the expected value to the Grantor.


 


The
Grantor may permit the Option Holder to correct any defect referred to in rule 8.4(b) or rule 8.4(c) (but shall not be obliged to do
so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other
purposes of the Plan.


 


	8.5.	Shares
    shall be allotted and issued (or transferred, as appropriate) within 30 days after a valid Option exercise, subject to the other
    rules of the Plan.


 




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	8.6.	Except
    for any rights determined by reference to a date before the date of allotment, Shares allotted and issued in satisfaction of the
    exercise of an Option shall rank equally in all respects with the other shares of the same class in issue at the date of allotment.
	 	 
	8.7.	Shares
    transferred in satisfaction of the exercise of an Option shall be transferred free of any lien, charge or other security interest,
    and with all rights attaching to them, other than any rights determined by reference to a date before the date of transfer.
	 	 
	8.8.	If
    the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares
    allotted on exercise of an Option to be listed and/or admitted to trading on that exchange.
	 	 
	9.	TAX
    LIABILITIES
	 	 
	9.1.	Each
    Option shall include a requirement that the Option Holder irrevocably agree to:


 


	 	(a)	pay
    to the Company, his employer or former employer (as appropriate) the amount of any Tax Liability; or
	 	 	 
	 	(b)	enter
    into arrangements to the satisfaction of the Company, his employer or former employer (as appropriate) for payment of any Tax Liability.


 


	9.2.	Unless
                                            the Group Company which employs the proposed Option Holder on the relevant Date of Grant
                                            directs that it shall not, each Option shall include a requirement that the Option Holder
                                            irrevocably agree that:



 


		(a)	the
                                            Company, his employer or former employer (as appropriate) may recover the whole or any part
                                            of any Employer NICs from the Option Holder; and



 


		(b)	at
                                            the request of the Company, his employer or former employer, the Option Holder shall elect
                                            (using a form approved by HM Revenue & Customs) that the whole or any part of the liability
                                            for Employer NICs shall be transferred to the Option Holder.



 


	9.3.	An
                                            Option Holder’s employer or former employer may decide to release the Option Holder
                                            from, or not to enforce, any part of the Option Holder’s obligations in respect of
                                            Employer NICs under rule 9.1 and rule 9.2.



 


	9.4.	If
                                            an Option Holder does not fulfil his obligations under either rule 9.1(a) or rule 9.1(b)
                                            in respect of any Tax Liability arising from the exercise of an Option within seven days
                                            after the date of exercise and Shares are readily saleable at that time:



 


		(a)	the
                                            Company (if it is the Grantor) will sell Sufficient Shares on behalf of the Option Holder
                                            from the Shares which would otherwise be delivered to the Option Holder; or



 


		(b)	the
                                            Company (if it is not the Grantor) will direct the Grantor to sell on behalf of the Option
                                            Holder Sufficient Shares from the Shares which would otherwise be delivered to the Option
                                            Holder.



 




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From
the net proceeds of sale of those withheld Shares, the Grantor shall pay to the Company, employer or former employer an amount equal
to the Tax Liability and shall pay any balance to the Option Holder. The Option Holder’s obligations under rule 9.1(a) and rule
9.1(b) shall not be affected by any failure of the Grantor to withhold shares under this rule 9.4.


 


	9.5.	Each
                                            Option shall include a requirement that the Option Holder irrevocably agree to enter into
                                            a joint election, under section 431(1) or section 431(2) of ITEPA 2003, in respect of the
                                            Shares to be acquired on exercise of the relevant Option, if required to do so by the Company,
                                            his employer or former employer, on or before any date of exercise of the Option.



 


	10.	RELATIONSHIP
                                            WITH EMPLOYMENT CONTRACT



 


	10.1.	The
                                            rights and obligations of any Option Holder under the terms of his office or employment with
                                            any Group Company or former Group Company shall not be affected by being an Option Holder.



 


	10.2.	The
                                            value of any benefit realised under the Plan by Option Holders shall not be taken into account
                                            in determining any pension or similar entitlements.



 


	10.3.	Option
                                            Holders and Employees shall have no rights to compensation or damages on account of any loss
                                            in respect of Options or the Plan where such loss arises (or is claimed to arise), in whole
                                            or in part, from:



 


		(a)	termination
                                            of office or employment with; or



 


		(b)	notice
                                            to terminate office or employment given by or to,



 


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


 


	10.4.	Option
                                            Holders and Employees shall have no rights to compensation or damages from any Group Company
                                            or former Group Company on account of any loss in respect of Options or the Plan where such
                                            loss arises (or is claimed to arise), in whole or in part, from:



 


		(a)	any
                                            company ceasing to be a Group Company; or



 


		(b)	the
                                            transfer of any business from a Group Company to any person which is not a Group Company.



 


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


 


	10.5.	An
                                            Employee shall not have any right to receive Options, whether or not he has previously been
                                            granted any.



 




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	11.	TAKEOVERS
                                            AND LIQUIDATIONS



 


	11.1.	Subject
                                            to rule 11.4 and rule 11.5, if any person (in this rule 11.1, the Offeror)



 


		(a)	makes
                                            an offer to acquire the whole of the issued share capital of the Company which is made on
                                            a condition such that, if it is satisfied, the Offeror will have Control of the Company;
                                            or



 


		(b)	makes
                                            an offer to acquire all the shares in the Company which are of the same class as the Shares;
                                            or



 


		(c)	negotiates
                                            a share sale and purchase agreement with the shareholders of the Company which contemplates
                                            that the Offeror will obtain Control of the Company upon completion,



 


then
any Option may (subject to rule 11.9) be exercised within a reasonable period to be specified by the Board for that purpose and ending
immediately before the Offeror obtains Control of the Company as a result of the offer or the share sale and purchase agreement.


 


	11.2.	Subject
                                            to rule 11.4 if any person (in this rule 11.2, the Controller) obtains Control of
                                            the Company as a result of:



 


		(a)	making
                                            an offer to acquire the whole of the issued share capital of the Company which is made on
                                            a condition such that, if it is satisfied, the Controller will have Control of the Company;
                                            or



 


		(b)	making
                                            an offer to acquire all the shares in the Company which are of the same class as the Shares;
                                            or



 


		(c)	entering
                                            into a share sale and purchase agreement of the type described in rule 11.1(c),



 


then
any Option may (subject to rule 11.9) be exercised within six weeks after the time when the Controller has obtained Control of the Company
and (if relevant) any condition subject to which the offer is made has been satisfied. Any Option to which this rule 11.2 applies shall:


 


		(d)	if
                                            the Controller has offered to grant Option Holders replacement share options in consideration
                                            of the surrender of Options and either:



 


		(i)	that
                                            offer remains open for acceptance; or



 


		(ii)	the
                                            surrender and grant of share options under that offer is yet to be completed,



 


at
the end of the period for exercise under this rule 11.2, lapse when the surrender and grant of share options under that offer is completed.
Any Option to which this rule 11.2(d) applies shall not be capable of exercise under any rule of the Plan (other than rule 11.3) after
it ceases to be capable of exercise under rule 11.2; or


 


		(e)	if
                                            rule 11.2(d) does not apply, lapse at the end of the period for exercise under this rule
                                            11.2.




 




    	13



    	 



    




 


		11.3.	Subject
                                            to rule 11.4 any Option may be exercised during the period of one month commencing when any
                                            person becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies
                                            Act 2006, subject to rule 11.9. Any Option to which this rule 11.3 applies shall lapse:



 


		(a)	at
                                            the end of the period for exercise under this rule 11.3; or



 


		(b)	if
                                            later, at the time specified for the lapse of Options under rule 11.2, if it then applies.



 


		11.4.	The
                                            Board, in its discretion, may determine that any event which would trigger the exercise of
                                            Options (and, if relevant, the lapse of Options) under rule 11.1, rule 11.2 or rule 11.3
                                            shall not do so if that event takes place in the course of any corporate reconstruction or
                                            reorganisation under which the ultimate beneficial ownership of the businesses of the Group
                                            Companies will remain the same.



 


and
the arrangements for the corporate reorganisation or reconstruction include appropriate provisions for either:


 


		(a)	the
                                            replacement of Options; or



 


	 	(b)	other
compensation of Option Holders for the loss of Options,






 


which the Board, in its reasonable opinion, consider to be fair.


 


		11.5.	Unless
                                            the relevant compromise or arrangement includes appropriate provisions for:



 


		(a)	the
                                            replacement of Options; or



 


		(b)	other
                                            compensation for Option Holders for the loss of Options,



 


which
the Board, in its reasonable opinion, consider to be fair, any Option may be exercised within six weeks after any person (in this rule
11.5, the Controller) obtains Control of the Company as a result of the court sanctioning a compromise or arrangement under Part
26 and (where applicable) Part 27 of the Companies Act 2006, subject to rule 11.9. Any Option to which this rule 11.5 applies shall:


 


		(c)	if
                                            the Controller has offered to grant Option Holders replacement share options in consideration
                                            of the surrender of Options and either:



 


		(i)	that
                                            offer remains open for acceptance; or



 


		(ii)	the
                                            surrender and grant of share options under that offer is yet to be completed,



 


at
the end of the period for exercise under this rule 11.5, lapse when the surrender and grant of share options under that offer is completed.
Any Option to which this rule 11.5(c) applies shall not be capable of exercise under any rule of the Plan after it ceases to be capable
of exercise under rule 11.5; or


 


		(d)	if
                                            rule 11.5(c) does not apply, lapse at the end of the exercise period specified in this rule
                                            11.5.



 




    	14



    	 



    

 


		11.6.	In
                                            this rule 11, a person shall be deemed to have obtained Control of a company if he, and others
                                            acting with him, have obtained Control of it together.



 


		11.7.	If
                                            the shareholders of the Company receive notice of a resolution for the voluntary winding
                                            up of the Company, any Option may be exercised in the period before that resolution is withdrawn,
                                            rejected or passed.



 


		11.8.	The
                                            Board shall notify Option Holders (and Grantors other than the Company) of any event that
                                            is relevant to Options under this rule 11 within a reasonable period after the Board becomes
                                            aware of it.



 


		11.9.	In
                                            this rule 11, the extent to which an Option may be exercised will be determined by reference
                                            to the Exercise Conditions and any time vesting provisions set out in the Option Certificate
                                            unless the Board determines otherwise.



 


		11.10.	Instead
                                            of delivering the number of Shares specified in the relevant exercise notice, the relevant
                                            Grantor (at its discretion) may settle any Option exercise by:



 


		(a)	subject
                                            to the Option Holder’s consent, paying to the Option Holder (or procuring the payment
                                            to the Option Holder of) a cash amount (in this rule 10, the Cash Settlement) equal
                                            to:



 


		(i)	the
                                            current Market Value of the number of Shares over which the Option was exercised (which Market
                                            Value shall be confirmed by a share valuer appointed by the Board, who shall act as an expert,
                                            not an arbitrator, where paragraph (c) of the definition of Market Value applies), less



 


		(ii)	the
                                            total Exercise Price that would have been payable on that exercise,



 


and
refunding the amount of any payment in respect of Exercise Price (and, if necessary, any payment, or part of any payment, in respect
of any Tax Liability) made by the Option Holder.


 


		12.	VARIATION
                                            OF SHARE CAPITAL



 


If
there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend),
rights issue, consolidation, subdivision or reduction of capital or otherwise), which affects (or may affect) the value of Options to
Option Holders, the Board may adjust the number and description of Shares subject to each Option and/or the Exercise Price of each Option
in a manner which the Board, in its reasonable opinion, considers to be fair and appropriate. However:


 




    	15



    	 



    

 


		(a)	no
                                            amendment may apply to Options granted before the amendment was made by a Grantor other than
                                            the Company without the consent of that Grantor (which shall not be unreasonably withheld);



 


		(b)	the
                                            total amount payable on the exercise of any Option in full shall not be increased; and



 


		(c)	the
                                            Exercise Price for a Share to be newly issued on the exercise of any Option shall not be
                                            reduced below its nominal value (unless the Board resolves to capitalise, from reserves,
                                            an amount equal to the amount by which the total nominal value of the relevant Shares exceeds
                                            the total adjusted Exercise Price, and to apply such amount to pay-up the relevant Shares
                                            in full).



 


		13.	NOTICES



 


		13.1.	Any
                                            notice or other communication given under or in connection with the Plan shall be in writing
                                            and shall be:



 


		(a)	delivered
                                            by hand or by pre-paid first-class post or other next working day delivery service at the
                                            appropriate address;



 


For
the purposes of this rule 13 the appropriate address means:


 


		(i)	in
                                            the case of the Company, its registered office provided the notice is marked for the attention
                                            of the Company Secretary;



 


		(ii)	in
                                            the case of an Option Holder, his home address;



 


		(iii)	if
                                            the Option Holder has died, and notice of the appointment of personal representatives has
                                            been given to the Company, any contact address they have specified in such notice; and



 


		(iv)	in
                                            the case of any other Grantor, its registered office or such other address as has been notified
                                            in writing by the Grantor to the sender, provided the notice is marked for the attention
                                            of the person notified in writing to the sender.



 


		(b)	sent
                                            by fax to the fax number notified in writing by the recipient to the sender; or



 


		(c)	sent
                                            by email to the appropriate email address.



 


For
the purposes of this rule 13, appropriate email address means:


 


		(i)	in
                                            the case of the Company, the email address for the Company Secretary;



 


		(ii)	in
                                            the case of the Option Holder, if he is permitted to receive personal emails at work, his
                                            work email address; and



 


		(iii)	in
                                            the case of any other Grantor, any email address notified in writing by the Grantor to the
                                            sender.



 




    	16



    	 



    

 


		13.2.	Any
                                            notice or other communication given under this rule 13 shall be deemed to have been received:



 


		(a)	if
                                            delivered by hand, on signature of a delivery receipt, or at the time the notice is left
                                            at the proper address;



 


		(b)	if
                                            sent by pre-paid first-class post or other next working day delivery service, at 9.00am on
                                            the second Business Day after posting, or at the time recorded by the delivery service;



 


		(c)	if
                                            send by fax, at 9.00am on the next Business Day after transmission; and



 


		(d)	if
                                            sent by email, at 9.00am on the next Business Day after sending.



 


		13.3.	This
                                            rule 13 does not apply to:



 


		(a)	the
                                            service of any notice of exercise pursuant to rule 8.2; and



 


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



 


		14.	ADMINISTRATION
                                            AND AMENDMENT



 


		14.1.	The
                                            Plan shall be administered by the Board.



 


		14.2.	The
                                            Board may amend the Plan from time to time, but:



 


		(a)	no
                                            amendment may have a materially adverse effect on Options granted before the amendment was
                                            made, except that each Option Holder may consent to the application to his Option of any
                                            such amendment; and



 


		(b)	while
                                            the Shares are traded on the London Stock Exchange, no amendment may be made without the
                                            prior approval of the Company in general meeting if it would:



 


		(i)	make
                                            the terms on which Options may be granted materially more generous; or



 


		(ii)	increase
                                            any of the limits specified in rule 4; or



 


		(iii)	change
                                            the definition of Employee to expand the class of potential Option Holders; or



 


		(iv)	change
                                            rule 12 to the benefit of Option Holders,



 


unless
it is a minor amendment to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain
favourable tax, exchange control or regulatory treatment for Option Holders or for the Company or any Group Company.


 




    	17



    	 



    

 


		14.3.	The
                                            cost of establishing and operating the Plan shall be borne by the Group Companies in proportions
                                            determined by the Board.



 


		14.4.	The
                                            Company shall ensure that at all times:



 


		(a)	if
                                            the Company has restricted the number of Shares it can issue in its articles of association,
                                            that it has sufficient unissued Shares available, taking into account any other obligations
                                            of the Company to issue Shares; and/or



 


		(b)	arrangements
                                            are in place for any third party to transfer issued Shares, to satisfy the exercise of all
                                            Options of which the Company is the Grantor.



 


		14.5.	Each
                                            Grantor other than the Company shall at all times:



 


		(a)	keep
                                            sufficient issued Shares available; and/or



 


		(b)	hold
                                            sufficient enforceable rights to subscribe for Shares, or to acquire issued Shares,



 


to
satisfy the exercise of all Options granted by that Grantor.


 


		14.6.	The
                                            Board shall determine any question of interpretation and settle any dispute arising under
                                            the Plan. In such matters, the Board’s decision shall be final.



 


		14.7.	The
                                            Company and any other Grantor shall not be obliged to notify any Option Holder if an Option
                                            is due to lapse.



 


		14.8.	The
                                            Company and any other Grantor shall not be obliged to provide Option Holders with copies
                                            of any materials sent to the holders of Shares.



 


		15.	GOVERNING
                                            LAW



 


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


 


		16.	JURISDICTION



 


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



 


		16.2.	Each
                                            party irrevocably consents to any process in any legal action or proceedings under rule 16.1
                                            above being served on it in accordance with the provisions of the Plan relating to service
                                            of notices. Nothing contained in the Plan shall affect the right to serve process in any
                                            other manner permitted by law.



 




    	18



    	 



    

 


		17.	THIRD
                                            PARTY RIGHTS



 


		17.1.	A
                                            person who is not a party to an Option shall not have any rights under or in connection with
                                            it as a result of the Contracts (Rights of Third Parties) Act 1999 except where such rights
                                            arise under any rule of the Plan for any employer or former employer of the Option Holder
                                            which is not a party.



 


This
does not affect any right or remedy of a third party which exists, or is available, apart from that Act.


 


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



 


		18.	DATA
                                            PROTECTION



 


For
the purpose of operating the Plan in the European Union, the Company will collect and process information relating to Option Holders
in accordance with the privacy notice which is provided to each Option Holder.


 




    	19



    	 



    

 


OKYO
PHARMA LIMITED


 


NON-EMPLOYEES


 


RULES
OF THE NON-EMPLOYEE SUB-PLAN TO THE OKYO PHARMA LIMITED SHARE OPTION PLAN (THE “PLAN”)


 


This
sub-plan adopted to permit the grant of options to individuals who are not employees or executive directors of the Company or any other
Group Company.


 


In
the event of any inconsistency between the rules of the Plan and the rules of the Non- Employee Sub-Plan, the rules of the Non-Employee
Sub-Plan shall take precedence.


 


		1.	DEFINITIONS



 


		1.1.	In
                                            this Non-Employee Sub-Plan, the words and expressions used in the Plan shall bear unless
                                            the context otherwise requires, the same meaning herein save to the extent the Rules in this
                                            Non-Employee Sub-Plan shall provide to the contrary.



 


		1.2.	In
                                            this Non-Employee Sub-Plan, the following words and expressions shall have the following
                                            meanings:



 


Eligible
Person: means an individual who provides advisory or consultancy services to the Company or any Group Company either directly or
through a company or other trading arrangement under a contract for the provision of services or otherwise and whether with the individual
himself or with a company or other trading arrangement, or is a non-executive director of the Company or any Group Company; and


 


Relevant
Company: the Group Company which is in relation to an Option Holder the company by which he holds office or to which he provides
advisory or consultancy services.


 


		1.3.	This
                                            Non-Employee Sub-Plan is not an employees’ share plan within the meaning of section
                                            1166 of the Companies Act 2006.



 


		2.	APPLICATION
                                            OF PLAN



 


Save
as modified in this Non-Employee Sub-Plan, all the provisions of the Plan shall be incorporated into this Non-Employee Sub-Plan as if
fully set out herein so as to be part of this Non-Employee Sub-Plan.


 


		3.	ELIGIBLE
                                            PERSON ETC



 


		3.1.	Any
                                            references in the Plan to “Employee” shall be taken for the purposes of
                                            this Non- Employee Sub-Plan to be references to “Eligible Person” as defined
                                            in paragraph 1.2 of this Non-Employee Sub-Plan.



 


		3.2.	Any
                                            reference in the Plan to “Employer” shall be taken for the purposes of
                                            this Non- Employee Sub-Plan to be references to “Relevant Company” as
                                            defined in paragraph 1.2
of this Non-Employee Sub-Plan.



 




    	20



    	 



    

 





		3.3.	Rule
                                            5.2(e) of the Plan shall be removed and replaced for the purposes of this Non- Employee Sub-Plan
                                            by the following:


 


(e)
the expiry of 3 months after the Option Holder ceases to provide advisory or consulting services to or be a non-executive director of
any Group Company for any reason (or the expiry of such other period as the Board may in its sole discretion determine, including in
in relevant the Option Certificate(s));


 


		3.4.	Rule
                                            6.1 of the Plan shall be removed and replaced for the purposes of this Non- Employee Sub-Plan
                                            by the following:



 


		6.	EXERCISE
                                            OF OPTIONS



 


		6.1	Subject
                                            to rule 5, the other provisions of this rule 6 and rule 11, an Option (or part of it) may
                                            be exercised at any time after the earliest of the following:



 


		(a)	the
                                            earliest date on which the Option (or the relevant part of it) may be exercised as set out
                                            in the Option Certificate; or



 


		(b)	when
                                            the Option Holder ceases to provide advisory or consulting services to any Group Company
                                            (and does not then become or remain an advisor or consultant of any other Group Company);
                                            or



 


		(c)	the
                                            death of the Option Holder.



 


		3.5.	Rule
                                            10 of the Plan shall be removed and replaced for the purposes of this Non- Employee Sub-Plan
                                            by the following:



 


		10.	RELATIONSHIP
                                            WITH CONTRACT FOR SERVICES



 


		10.1	The
                                            rights and obligations of any Option Holder under the terms of his contract for the provision
                                            of services with any Group Company or former Group Company shall not be affected by being
                                            an Option Holder.



 


		10.2	The
                                            value of any benefit realised under the Plan by Option Holders shall not be taken into account
                                            in determining any pension or similar entitlements.



 


		10.3	Option
                                            Holders and Eligible Persons shall have no rights to compensation or damages on account of
                                            any loss in respect of Options or the Plan where such loss arises (or is claimed to arise),
                                            in whole or in part, from:



 


		(a)	termination
                                            of provisions of services; or



 


		(b)	notice
                                            to terminate provisions of services by or to,



 


any
Group Company or former Group Company. This exclusion of liability shall apply however termination of contract for the provision of,
or the giving of notice, is caused, and however compensation or damages may be claimed.


 




    	21



    	 



    

 


		10.4	Option
                                            Holders and Eligible Persons shall have no rights to compensation or damages from any Group
                                            Company or former Group Company on account of any loss in respect of Options or the Plan
                                            where such loss arises (or is claimed to arise), in whole or in part, from:



 


		(c)	any
                                            company ceasing to be a Group Company; or



 


		(d)	the
                                            transfer of any business from a Group Company to any person which is not a Group Company.



 


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


 


		10.5	An
                                            Eligible Person shall not have any right to receive Options, whether or not he has previously
                                            been granted any.



 


		4.	GOVERNING
                                            LAW AND JURISDICTION



 


		4.1.	The
                                            formation, existence, construction, performance, validity and all aspects whatsoever of this
                                            Non-Employee Sub-Plan, any term of this Non-Employee Sub- Plan and any Option granted under
                                            it shall be governed by and construed in accordance with the law of England and Wales.



 


		4.2.	The
                                            courts of England and Wales shall have jurisdiction to settle any dispute which may arise
                                            out of, or in connection with, this Non-Employee Sub-Plan.



 




    	22



    	 



    

 


OKYO
PHARMA LIMITED


 


US
RESIDENTS


 


RULES
OF THE US SUB-PLAN TO THE OKYO PHARMA LIMITED


SHARE OPTION PLAN (THE “PLAN”)


 


This
plan together with the California supplement (the “US Sub-Plan”) is a sub-plan adopted to permit the grant of options
to US residents and US taxpayers (each, a “US Participant”).


 


In
the event of any inconsistency between the rules of the Plan (and Non-Employee Sub- Plan) and the rules of the US Sub-Plan, the rules
of the US Sub-Plan shall take precedence.


 


		1.	DEFINITIONS



 


In
this US Sub-Plan, the words and expressions used in the Plan (and Non-Employee Sub- Plan) shall bear, unless the context otherwise requires,
the same meaning herein save to the extent the Rules in this US Sub-Plan shall provide to the contrary.


 


		2.	APPLICATION
                                            OF PLAN



 


Save
as modified in this US Sub-Plan, all the provisions of the Plan shall be incorporated into this US Sub-Plan as if fully set out herein
so as to be part of this US Sub-Plan.


 


		3.	LIMIT



 


The
number of Shares which may be subject to Options under this US Sub-Plan is 7,100,303 (which number shall be the maximum number of Shares
that may be granted as Options designated as Incentive Stock Options (as hereinafter defined)). No Option shall be granted under the
US Sub Plan unless there shall be sufficient Shares remaining available for issuance under the US Sub Plan pursuant to this Section 3
or the Board shall have approved such an increase in the Shares available for issuance under the US sub Plan subject to Shareholder approval.


 


		4.	EFFECTIVE
                                            DATE AND TERM OF US SUB-PLAN



 


This
US Sub-Plan shall become effective on the date on which it is adopted by the Board. No Option shall be granted under this US Sub-Plan
after the completion of 10 years from the earlier of (i) the date on which this US Sub-Plan was adopted by the Board, or (ii) the date
this US Sub-Plan was approved by the Company’s shareholders, but Options previously granted under this US Sub-Plan may extend beyond
that date.


 


		5.	AMENDMENTS



 


The
Board may amend, suspend or terminate this US Sub-Plan or any portion thereof at any time. No amendment, suspension or termination of
the US Sub-Plan may materially adversely affect any Options granted previously to any US Participant without the consent of the US Participant.


 




    	23



    	 



    

 


		6.	COMPLIANCE
                                            WITH CODE SECTION 409A



 


Unless
otherwise set forth in an applicable Option agreement, the terms applicable to Options granted under the Plan subject to this US Sub-Plan
will be interpreted to the greatest extent possible in a manner that makes the Options exempt from Section 409A of the Internal Revenue
Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”), and, to the extent not so exempt,
that brings the Options into compliance with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan (and unless
any Option agreement governing the Option specifically provides otherwise), if the Shares are publicly traded, and if an Option Holder
of an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee”
under Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service”
(as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date
that is six (6) months following the date of such Option Holder’s “separation from service” or, if earlier, the date
of the Option Holder’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the
Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid
thereafter on the original schedule. The Company shall have no liability to an Option Holder, or any other party, if an Option that is
intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the
Board.


 


		7.	NO
                                            RIGHT TO EMPLOYMENT OR OTHER STATUS



 


No
person shall have any claim or right to be granted an Option under this US Sub-Plan, and the grant of an Option shall not be construed
as giving an Option Holder the right to continued employment or any other relationship with any company within the Group.


 


		8.	AMENDMENT
                                            OF OPTIONS



 


The
Board may amend, modify or terminate any outstanding Option, including but not limited to, substituting therefor another Option of the
same or different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Option Holder’s consent to such action shall be required unless the Board determine that the action,
taking into account any related action, would not materially and adversely affect the Option Holder.


 


		9.	ELIGIBILITY
                                            LIMITATIONS FOR GRANTS TO ELIGIBLE PERSONS



 


An
Eligible Person (as defined in the Non-Employee Subplan) that is a US Participant is not eligible for the grant of an Option if, at the
time of grant, either the offer or sale of the Company’s securities to such Eligible Person is not exempt under Rule 701 of the
Securities Act of 1933, as amended (the “Securities Act”) because the Eligible Person is not a natural person, the services
that the Eligible Person is providing to the Company or any Group Company are in connection with a capital raising transaction or directly
or indirectly serve to promote or maintain a market for the Company’s securities, or because of any other provision of Rule 701
of the Securities Act, unless the Company determines that such grant need not comply with the requirements of Rule 701 of the Securities
Act and will satisfy another exemption under the Securities Act as well as comply with the securities laws of the US state of residence
of the Eligible Person and all other applicable jurisdictions. Any Option granted to an Eligible Person that is a US Participant will
be a Nonstatutory Stock Option (as hereinafter defined).


 




    	24



    	 



    

 


		10.	CONDITIONS
                                            ON DELIVERY OF SHARES



 


The
Company will not be obligated to deliver any Shares pursuant to this US Sub-Plan or to remove restrictions from Shares previously delivered
under this US Sub-Plan until:


 


		10.1.	all
                                            conditions of the Option have been met or removed to the satisfaction of the Company,



 


		10.2.	in
                                            the opinion of the Company’s counsel, all other legal matters in connection with the
                                            issue, allotment and delivery of such shares have been satisfied, including any applicable
                                            securities laws and any applicable stock exchange or stock market rules and regulations,
                                            and



 


		10.3.	the
                                            Option Holder has executed and delivered to the Company such representations or agreements
                                            as the Company may consider appropriate to satisfy the requirements of any applicable laws,
                                            rules or regulations.



 


		11.	GRANT
                                            OF OPTIONS



 


		11.1.	An
                                            Option which is not intended to be an Incentive Stock Option (as hereinafter defined) shall
                                            be designated a “Nonstatutory Stock Option”.



 


		11.2.	The
                                            Exercise Price of (a) an Option intended to be an Incentive Stock Option and (b) any Non-statutory
                                            Stock Option granted to a US Participant shall be not less than 100% of the Fair Market Value
                                            (as hereinafter defined) of a Share on the date on which the Option is granted (which shall
                                            be determined by the Board and shall not be less than the nominal value of a Share) unless,
                                            in the case of (b) such Option is structured to comply with Section 409A of the Code.



 


		11.3.	An
                                            Option that the Board intends to be an “incentive stock option” as defined in
                                            Section 422 of the Code (an “Incentive Stock Option”) shall only be granted
                                            to Employees who are also employees of the Company, any of the Company’s present or
                                            future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code,
                                            and any other entities the employees of which are eligible to receive Incentive Stock Options
                                            under the Code, and shall be subject to and shall be construed consistently with the requirements
                                            of Section 422 of the Code. The Board or corporate action approving the grant of an Option
                                            intended to be an Incentive Stock Option must specify that the Option is intended to be an
                                            Incentive Stock Option. If an Option is not specifically designated as an Incentive Stock
                                            Option, or if an Option is designated as an Incentive Stock Option but some portion or all
                                            of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then
                                            the Option (or portion thereof) will be a Nonstatutory Stock Option. The Company shall have
                                            no liability to an Option Holder, or any other party, if an Option (or any part thereof)
                                            that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for
                                            any action taken by the Board to amend, modify or terminate the rules of the Plan, this US
                                            Sub-Plan or any Option, including without limitation the conversion of an Incentive Stock
                                            Option to a Nonstatutory Stock Option.



 




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		11.4.	As
                                            provided by Section 422(b)(5) of the Code, an Incentive Stock Option will not be transferable
                                            except by will or by the laws of descent and distribution, and will be exercisable during
                                            the lifetime of the US Participant only by the US Participant. If the Board elects to allow
                                            the transfer of an Option by a US Participant that is designated as an Incentive Stock Option,
                                            such transferred Option will automatically become a Nonstatutory Stock Option. As provided
                                            by Section 422(c)(5) of the Code, a person who owns more than 10% of the total combined voting
                                            power of all classes of outstanding stock of the Company or any Group Company will not be
                                            eligible for the grant of an Incentive Stock Option unless (i) the exercise price
                                            is at least 110% of the Fair Market Value of a Share on the date of grant and (ii) such Incentive
                                            Stock Option by its terms is not exercisable after the expiration of five (5) years from
                                            the date of grant. The attribution rules of Section 424(d) of the Code will be applied in
                                            determining stock ownership. As provided by Section 422(d) of the Code and applicable regulations
                                            thereunder, to the extent that the aggregate Fair Market Value (determined at the time of
                                            grant) of Shares with respect to which Incentive Stock Options are exercisable for the first
                                            time by any US Participant during any calendar year (under all plans of the Company and any
                                            Group Company) exceeds US$100,000 (or such other limit established in the Code) or otherwise
                                            does not comply with the rules governing Incentive Stock Options, the Options or portions
                                            thereof that exceed such limit (according to the order in which they were granted) or otherwise
                                            do not comply with such rules will be treated as Nonstatutory Stock Options. To obtain the
                                            US federal income tax advantages associated with an Incentive Stock Option, the US Internal
                                            Revenue Code requires that at all times beginning on the date of grant and ending on the
                                            day three (3) months before the date of exercise of the Option, the Option Holder must be
                                            an employee of the Company or a Group Company (except in the event of the Option Holder’s
                                            death or disability, in which case longer periods may apply).



 


		11.5.	Notwithstanding
                                            Rule 5.1 of the Plan, where an Option Holder ceases to be an Employee or Eligible Person
                                            by reason of his death his Option will be capable of transfer in accordance with the Option
                                            Holder’s will, or the laws of decent and distribution. Subject to the approval of the
                                            Board or a duly authorized officer of the Company, an Option Holder may, by delivering written
                                            notice to the Company, in a form approved by the Company, designate a third party who, on
                                            the death of the Option Holder, will thereafter be entitled to exercise the Option and receive
                                            the Shares or other consideration resulting from such exercise. In the absence of such a
                                            designation, upon the death of the Option Holder, the executor or administrator of the Option
                                            Holder’s estate will be entitled to exercise the Option and receive the Shares or other
                                            consideration resulting from such exercise. However, the Company may prohibit designation
                                            of a beneficiary at any time, including due to any conclusion by the Company that such designation
                                            would be inconsistent with the provisions of applicable laws. In addition, notwithstanding
                                            Rule 5.1 of the Plan, subject to approval of the Board or a duly authorized officer of the
                                            Company, an Option may be transferred by an Option Holder pursuant to the terms of a domestic
                                            relations order, official marital settlement agreement or other divorce or separation instrument
                                            as permitted by Treasury Regulations Section 1.421-1(b)(2); provided that if an Option is
                                            an Incentive Stock Option, such Option will be deemed to be a Nonstatutory Stock Option as
                                            a result of such transfer.



 




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		11.6.	Shares
                                            purchased upon the exercise of an Option granted under this US Sub-Plan shall be paid for
                                            as follows:



 


		(a)	in
                                            cash or by check, payable to the order of the Company;



 


		(b)	except
                                            as may otherwise be provided in the applicable Option agreement, by:



 


		(i)	delivery
                                            of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly
                                            to the Company sufficient funds to pay the exercise price and any required tax withholding;
                                            or



 


		(ii)	delivery
                                            by the Option Holder to the Company of a copy of irrevocable and unconditional instructions
                                            to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to
                                            pay the exercise price and any required tax withholding;



 


		(c)	to
                                            the extent provided for in the applicable Option agreement or approved by the Board, in its
                                            sole discretion, by delivery (either by actual delivery or attestation) of shares in the
                                            capital of the Company owned by the Option Holder valued at their fair market value as determined
                                            by (or in a manner approved by) the Board (“Fair Market Value”), provided:



 


		(i)	such
                                            method of payment is then permitted under applicable law;



 


		(ii)	such
                                            shares, if acquired directly from the Company, were owned by the Option Holder for such minimum
                                            period of time, if any, as may be established by the Board in its discretion; and



 


		(iii)	such
                                            shares are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar
                                            requirements;



 


		(d)	to
                                            the extent permitted by applicable law and provided for in the applicable Option agreement
                                            or approved by the Board, in its sole discretion, by:



 


		(i)	delivery
                                            of a promissory note of the Option Holder to the Company on terms determined by the Board,
                                            or



 


		(ii)	payment
                                            of such other lawful consideration as the Board may determine; or



 


		(e)	by
                                            any combination of the above permitted forms of payment.



 




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		12.	EXERCISE
                                            RESTRICTION FOR NON-EXEMPT EMPLOYEES



 


If
an Option Holder is an employee that is eligible for overtime compensation under the US Fair Labor Standards Act of 1938, as amended
(that is, the Option Holder is designated as a “non-exempt employee”), then notwithstanding the vesting schedule contained
in the Option, the Option Holder may not exercise his or her Option until the Option Holder has completed at least six (6) months of
Continuous Service measured from the date of grant, even if the Option Holder has already been an employee for more than six (6) months.
Consistent with the provisions of the U.S. Worker Economic Opportunity Act, the Option Holder may exercise his or her Option as to any
vested portion prior to such six (6) month anniversary in the case of (i) the Option Holder’s death or the Option Holder becoming
disabled (within the meaning of Section 22(e)(3) of the Code), (ii) an Offeror obtains Control of the Company pursuant to Rule 11 in
connection with which the Option is not assumed or continued, or (iii) the termination of the Option Holder’s Continuous Service
on his or her Retirement. For purposes of this Rule 12, “Continuous Service” means that the Option Holder’s service
with the Company or any Group Company, whether as an Employee or Eligible Person, is not interrupted or terminated and the Option Holder
remains an Employee or Eligible Person. A change in the capacity in which the Option Holder renders service to the Company or a Group
Company as an Employee or Eligible Person or a change in the entity for which the Option Holder renders such service, will not cause
the Option Holder to cease to be an Employee or Eligible Person provided that there is no interruption or termination of the Option Holder’s
service with the Company or Group Company. To the extent permitted by law, the Board or the chief executive officer of the Company, in
that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave
of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii)
transfers between the Company, a Group Company or their successors.


 


		13.	EXERCISE
                                            OF OPTIONS IN SPECIAL CIRCUMSTANCES



 


If
an Option Holder dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) before the tenth anniversary of the Date
of Grant, the provisions of Rules 5.2(d), 5.2(e) and 6.1 of the Plan shall not apply for the purposes of this US Sub-Plan. Instead, in
such circumstances, Options may be exercised for a period of 18 months following the date of death or 12 months following the date of
disability, but in no event later than the tenth anniversary of the relevant Date of Grant.


 


		14.	DISQUALIFYING
                                            DISPOSITION



 


If
the Option Holder disposes of Shares acquired upon exercise of an Incentive Stock Option within two years from the Date of Grant or one
year after such Shares were acquired pursuant to exercise of such Option, the Option Holder shall notify the Company in writing of such
disposition.


 


		15.	ADJUSTMENTS



 


In
the event of any variation of the share capital of the Company by way of capitalization or rights issue, or sub-division, consolidation
or reduction or any other variation in the share capital of the Company after the Date of Grant of any Option: (i) the number or amount
of Shares that are the subject of an Option; (ii) the relative price at which Shares may be acquired by the exercise of an Option; and
(iii) the limit on Options set forth in Section 3 hereof must be adjusted proportionately; PROVIDED THAT the price at which Shares may
be acquired by the exercise of the Option is not reduced below the nominal value of a Share.


 


		16.	NO
                                            OBLIGATION TO NOTIFY OR MINIMIZE TAXES



 


The
Company will have no duty or obligation to an Option Holder to advise such holder as to the time or manner of exercising the Option.
Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration
of an Option or a possible period in which the Option may not be exercised. The Company has no duty or obligation to minimize the tax
consequences of an Option to the Option Holder.


 


		17.	GOVERNING
                                            LAW AND JURISDICTION



 


		17.1.	The
                                            formation, existence, construction, performance, validity and all aspects whatsoever of this
                                            US Sub-Plan, any term of this US Sub-Plan and any Option granted under it shall be governed
                                            by and construed in accordance with the law of England and Wales.



 


		17.2.	The
                                            courts of England and Wales shall have jurisdiction to settle any dispute which may arise
                                            out of, or in connection with, this US Sub-Plan.



 




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CALIFORNIA
SUPPLEMENT


 


The
Board has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Law:


 


Any
Options granted under the US Sub-Plan to the Plan to an Option Holder who is a resident of the State of California on the date of grant
(a “California Option Holder”) shall be subject to the following additional limitations, terms and conditions:


 


		1.	ADDITIONAL
                                            LIMITATIONS ON OPTIONS.



 


		1.1.	Maximum
                                            Duration of Options. No Options granted to California Option Holders shall have a term
                                            in excess of 120 months measured from the Date of Grant.



 


		1.2.	Minimum
                                            Exercise Period Following Termination. Unless a California Option Holder’s employment
                                            is terminated for cause (as defined by applicable law, the terms of any contract of employment
                                            between the Company and such Option Holder, or in the instrument evidencing the grant of
                                            such Option Holder’s Option), in the event of termination of employment of such Option
                                            Holder, such Option Holder shall have the right to exercise an Option, to the extent that
                                            he or she was otherwise entitled to exercise such Option on the date employment terminated,
                                            until the earlier of: (i) at least six months from the date of termination, if termination
                                            was caused by such Option Holder’s death or “permanent and total disability”
                                            (within the meaning of Section 22(e)(3) of the Code), (ii) at least 30 days from the date
                                            of termination, if termination was caused other than by such Option Holder’s death
                                            or “permanent and total disability” (within the meaning of Section 22(e)(3) of
                                            the Code) and (iii) the Option expiration date.



 


		2.	ADDITIONAL
                                            LIMITATIONS ON TIMING OF AWARDS.



 


No
Option granted to a California Option Holder shall become exercisable, vested or realizable, as applicable to such Option, unless the
US Sub-Plan has been approved by the holders of a majority of the Company’s outstanding voting securities by the later of (i) within
12 months before or after the date the US Sub-Plan was adopted by the Board or (ii) prior to or within 12 months of the granting of any
Option to a California Option Holder.


 




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