Exhibit 10.2


 


LOCAFY
Limited

ACN 136 737 767


(Company)


 




 


INCENTIVE
PERFORMANCE RIGHTS PLAN


 


 






    	 



     


    




 








Table
of Contents


 


	1.	DEFINITIONS AND INTERPRETATION	1
	 	 	 	 
	 	1.1	Definitions	1
	 	1.2	Interpretation	5
	 	 	 	 
	2.	PurposE	6
	 	 	 	 
	3.	COMMENCEMENT AND TERM	7
	 	 	 	 
	4.	OFFER OF PERFORMANCE RIGHTS	7
	 	 	 	 
	 	4.1	Offer	7
	 	4.2	Offer
    Document	7
	 	4.3	Personal
    Offer	7
	 	4.4	Nominee	7
	 	4.5	Minimum
    Contents of Offer Document	8
	 	4.6	Number
    of Performance Rights	8
	 	4.7	No
    Consideration	8
	 	4.8	Vesting
    Conditions	8
	 	4.9	Share
    Restriction Period	8
	 	4.10	Deferred
    Taxation	8
	 	4.11	Quotation
    of Performance Rights	8
	 	4.12	Limit
    on Offers	9
	 	 	 	 
	5.	ACCEPTANCE OF OFFER	9
	 	 	 	 
	 	5.1	Acceptance
    of Offer	9
	 	5.2	Board’s
    right to reject	9
	 	5.3	Participant
    Agrees to be Bound	9
	 	5.4	Lapse
    of Offer	9
	 	 	 	 
	6.	GRANT OF PERFORMANCE RIGHTS	10
	 	 	 	 
	 	6.1	Grant
    of Performance Rights	10
	 	6.2	Approvals	10
	 	6.3	Restrictions
    on Transfers, Dealings and Hedging	10
	 	 	 	
	7.	VESTING AND EXERCISE of Performance Rights	10
	 	 	 	 
	 	7.1	Vesting
    Conditions	10
	 	7.2	Vesting
    Condition Exceptions	11
	 	7.3	Exercise
    on Vesting	11
	 	7.4	One
    or Several Parcels	11
	 	 	 	 
	8.	issue/TRANSFER of shares OR CASH PAYMENT	12
	 	 	 	 
	 	8.1	Issue/transfer
    of Shares	12
	 	8.2	Cash
    Payment Facility	12
	 	8.3	Blackout
    Period, Takeover Restrictions and Insider Trading	12
	 	8.4	Withholding	12
	 	8.5	Rights
    attaching to Shares	13
	 	8.6	Share
    ranking	13
	 	8.7	Quotation on Nasdaq	13
	 	8.8	Sale
    of Shares	13
	 	 	 	 
	9.	Restriction on Dealing in Shares	14
	 	 	 	 
	 	9.1	Restriction
    Period	14
	 	9.2	Waiver
    of Restriction Period	14
	 	9.3	No
    disposal of Restricted Shares	14
	 	9.4	
       Escrow	14
	 	9.5	Enforcement
    of Restriction Period	14
	 	9.6	Lapse
    of Restriction Period	14


 




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	10.	Lapse of Performance Rights	15
	 	 	 	 
	 	10.1	Lapsing
    of Performance Right	15
	 	10.2	Fraud
    and Related Matters	16
	 	 	 	 
	11.	ExCHANGE DUE TO CHANGE OF CONTROL	16
	 	 	 	 
	12.	PArticipation rights AND reORGANISATION	16
	 	 	 	 
	 	12.1	Participation
    Rights	16
	 	12.2	Adjustment
    for Reorganisation	16
	 	12.3	Notice
    of Adjustments	17
	 	12.4	Cumulative
    Adjustments	17
	 	 	 	 
	13.	OVERRIDING RESTRICTIONS ON ISSUE AND EXERCISE	17
	 	 	 	 
	14.	amendments	17
	 	 	 	 
	 	14.1	Power
    to amend Plan	17
	 	14.2	Adjustment
    to Performance Right Terms	17
	 	14.3	Notice
    of amendment	18
	 	 	 	 
	15.	Trust	18
	 	 	 	 
	16.	miscellaneous	18
	 	 	 	 
	 	16.1	Rights
    and obligations of Participant	18
	 	16.2	Power
    of the Board	19
	 	16.3	Dispute
    or disagreement	20
	 	16.4	ASIC
    relief	20
	 	16.5	Non-residents
    of Australia	20
	 	16.6	Communication	20
	 	16.7	Attorney	21
	 	16.8	Costs
    and Expenses	21
	 	16.9	Adverse
    Tax	21
	 	16.10	Data
    protection	21
	 	16.11	Error
    in Allocation	22
	 	16.12	No
    fiduciary capacity	22
	 	16.13	Listing
    Rules	22
	 	16.14	Enforcement	22
	 	16.15	Laws
    governing Plan	22
	 	 	 	 
	Schedule 1 – performance rights plan – OFFER DOCUMENT	23
	 	 	 	 
	Schedule 2 – performance rights plan Application Form	25
	 	 	 	 
	SCHEDULE 3 – Notice of exercise of PERFORMANCE RIGHTS	27


 




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LOCAFY
Limited


 


INCENTIVE
PERFORMANCE RIGHTS PLAN


 


The
Directors are empowered to operate the Locafy Limited Incentive Performance Rights Plan (Plan) on the following terms and in accordance
with the Listing Rules (where applicable).


 


 






	1.	DEFINITIONS
    AND INTERPRETATION



 



	1.1	Definitions


 


For
the purposes of the Plan, the following words have the following meanings.


 


Application
Form means the Application Form by which an Eligible Participant or Nominee (as applicable) applies for Performance Rights in response
to an Offer for Performance Rights, in substantially the same form as set out in Schedule 2 or as otherwise approved by the Company from
time to time.


 


ASIC
means the Australian Securities and Investments Commission.


 


Associated
Body Corporate means:


 


	 	(a)	a
    related body corporate (as defined in the Corporations Act) of the Company;
	 	 	 
	 	(b)	a
    body corporate which has an entitlement to not less than 20% of the voting Shares of the Company; and
	 	 	 
	 	(c)	a
    body corporate in which the Company has an entitlement to not less than 20% of the voting shares.


 


Blackout
Period means a period when the Participant is prohibited from trading in the Company’s securities by the Company’s written
policies.


 


Board
means the board of Directors of the Company or committee appointed by the Board for the purposes
of the Plan.


 


Business
Day means those days other than a Saturday, Sunday or public holiday in the State and any other day which the Nasdaq shall declare
and publish is not a business day.


 


Cash
Payment means, in respect of a vested Performance Right, except as otherwise provided for in the
Offer for that Performance Right, a cash amount equal to the current Market Value of a Share.


 


Cash
Payment Facility has the meaning given to it in Rule 8.2.


 


Change
of Control means:


  


	 	(a)	a
    bona fide Takeover Bid is declared unconditional and the bidder has acquired a Relevant Interest in at least 50.1% of the Company’s
    issued Shares;
	 	 	 
	 	(b)	a
    court approves, under Section 411(4)(b) of the Corporations Act, a proposed compromise or arrangement for the purposes of, or in
    connection with, a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or


 




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		(c)	in
                                            any other case, a person obtains Voting Power in the Company which the Board (which for the
                                            avoidance of doubt will comprise those Directors immediately prior to the person acquiring
                                            that Voting Power) determines, acting in good faith and in accordance with their fiduciary
                                            duties, is sufficient to control the composition of the Board



 


Class
Order means ASIC Class Order 14/1000 as amended or replaced.


 


Closing
Date means the date on which an Offer is stated to close.


 


Company
means Locafy Limited (ACN 136 737 767).


 


Constitution
means the constitution of the Company from time to time.


 


Corporations
Act means the Corporations Act 2001 (Cth).


 


Director
means any person occupying the position of a director of any Group Company (including an alternate director or managing director
appointed in accordance with the relevant constitution).


 


Dispose
means, in relation to a Share or Performance Right:


 


	 	(a)	sell,
    assign, buy-back, redeem, transfer, convey, grant an option over, grant or allow a Security Interest over;
	 	 	 
	 	(b)	enter
    into any swap arrangement, any derivative arrangements or other similar arrangement; or
	 	 	 
	 	(c)	otherwise
    directly or indirectly dispose of a legal, beneficial or economic interest in the Share or Performance
    Right,


 


(and
Disposal has a corresponding meaning).


 


Eligible
Participant means:


 


	 	(a)	a
    Director (whether executive or non-executive) of any Group Company;
	 	 	 
	 	(b)	a
    full or part time employee of any Group Company;
	 	 	 
	 	(c)	a
    casual employee or contractor of a Group Company (but, if the Class Order is being relied on, only
    to the extent permitted by the Class Order); or
	 	 	 
	 	(d)	a
    prospective participant, being a person to whom the Offer is made but who can only accept
    the Offer if an arrangement has been entered into that will result in the person becoming an Eligible Participant under Rules (a),
    (b) or (c) above,


 


who
is declared by the Board to be eligible to receive grants of Performance Rights under the Plan.


 


Expiry
Date means, in respect of a Performance Right, the date on which the Performance Right lapses (if it has not already otherwise lapsed
in accordance with the Plan).


 


Grant
Date means, in relation to a Performance Right, the date on which the Performance Right is granted.





 


Group
means the Company and each other Associated Body Corporate.


 






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Group
Company means the Company or any Associated Body Corporate.


 


Holding
Lock means a facility that prevents Shares from being deducted from or entered into a holding pursuant to a transfer or conversion.


 


Listing
Rules means the listing rules of Nasdaq and any other rules of Nasdaq which apply while the Company is admitted to the Nasdaq, each
rule as amended or replaced from time to time, except to the extent of any express written waiver by Nasdaq.


 


Market
Value, in respect of a Share, means:


 


	 	(a)	where
    the Company is not listed on Nasdaq, the more recent of:


 


	 	(i)	the
    most recent cash or cash equivalent price at which Shares were issued or sold for valuable consideration in a bona fide, arms’
    length transaction (not being Shares issued under this Plan); and
	 	 	 
	 	(ii)	the
    market value of a Share as determined by the Company, acting reasonably, such valuation being no less than twelve (12) months old
    as at the date the Market Value is to be determined; or


 


	 	(b)	where
    the Company is listed on Nasdaq, the volume weighted average market price for Shares traded on Nasdaq over the 10 most recent trading
    days on which the Shares were traded prior to the day on which the Market Value is to be determined.


 


Nasdaq
means The Nasdaq Stock Market LLC.


 


Nominee
means a nominee of an Eligible Participant that is one of the following:


 


	 	(a)	an
    immediate family member of the Eligible Participant or (subject to Board approval) a trustee of an Eligible Participant’s family
    trust whose beneficiaries are limited to the Eligible Participant and/or the Eligible Participant’s immediate family members;
	 	 	 
	 	(b)	a
    company whose members comprise no persons other than the Eligible Participant or immediate family members of the participant; or
	 	 	 
	 	(c)	a
    corporate trustee of a self-managed superannuation fund (within the meaning of the Superannuation Industry (Supervision) Act 1993)
    where the Eligible Participant is a director of the trustee.


 


Offer
means an invitation to treat made to an Eligible Participant to be granted one or more Performance Rights under the Plan as set out
in an Offer Document.


 


Offer
Document means an offer document in substantially the same form as set out in Schedule 1 to this Plan, or such other form as approved
by the Board from time to time consistent with the Corporations Act (and the Class Order to the extent it is being relied upon).


 


Participant
means an Eligible Participant to whom Performance Rights have been granted under the Plan or, if Rule 4.4 applies, a Nominee of the
Eligible Participant to whom Performance Rights have been granted under the Plan.


 




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Performance
Right means a right to be issued or transferred into a Share (or paid a Cash Payment),
upon and subject to the terms of these Rules and the terms of any applicable Offer.


 


Plan
means the plan as set out in this document, subject to any amendments or additions made under Rule 14.


 


Redundancy
means termination of the employment, office or engagement of a Relevant Person due to economic, technological, structural or other
organisational change where:


 


	 	(a)	no
    Group Company requires the duties and responsibilities carried out by the Relevant Person to be carried out by anyone; or
	 	 	 
	 	(b)	no
    Group Company requires the position held by the Relevant Person to be held by anyone.


 


Relevant
Interest has the meaning given in the Corporations Act.


 


Relevant
Person means:


 


	 	(a)	in
    respect of an Eligible Participant, that person; and
	 	 	 
	 	(b)	in
    respect of a Nominee of an Eligible Participant, that Eligible Participant.


 


Restricted
Shares means Shares issued on the exercise of a Performance Right granted under the Plan that the Board has determined are subject
to a Restriction Period.


 


Restriction
Period means the period during which a Share issued on the exercise of a Performance Right cannot be transferred or otherwise dealt
with in accordance with Rule 9.


 


Retirement
means where a Relevant Person intends to permanently cease all gainful employment in circumstances where the Relevant Person provides,
in good faith, a written statutory declaration to the Board to that effect.


 


Round
Lot has the meaning given to that term in the Listing Rules.


 


Rules
means the rules of the Plan set out in this document.


 


Security
Interest means an interest or power:


 


	 	(a)	reserved
    in or over an interest in any asset including any retention of title; or
	 	 	 
	 	(b)	created
    or otherwise arising in or over any interest in any asset under a security agreement, a bill of sale, mortgage, charge, lien, pledge,
    trust or power,


 


by
way of, or having similar commercial effect to, security for the payment of a debt, any other monetary obligation or the performance
of any other obligation, and includes, but is not limited to:


 


	 	(c)	any
    agreement to grant or create any of the above; and
	 	 	 
	 	(d)	a
    security interest within the meaning of section 12 of the Personal Property Securities Act 2009 (Cth).


 




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Severe
Financial Hardship means that the Relevant Person is unable to provide themselves, their family or other dependents with basic
necessities such as food, accommodation and clothing, including as a result of family tragedy, financial misfortune, serious illness,
impacts of natural disaster and other serious or difficult circumstances.


 


Share
means a fully paid ordinary share in the capital of the Company.


 


Shareholder
means a holder of Shares.


 


Special
Circumstances means:


 


	 	(a)	a
    Relevant Person ceasing to be an Eligible Participant due to:


 


	 	(i)	death
    or Total or Permanent Disability of a Relevant Person; or
	 	 	 
	 	(ii)	Retirement
    or Redundancy of a Relevant Person;


 


	 	(b)	a
    Relevant Person suffering Severe Financial Hardship;
	 	 	 
	 	(c)	any
    other circumstance stated to constitute “Special Circumstances” in the terms of the relevant Offer made to and accepted
    by the Participant; or
	 	 	 
	 	(d)	any
    other circumstances determined by the Board at any time (whether before or after the Offer) and notified to the relevant Participant
    which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances
    or class of circumstances applying to the Participant.


 


State
means Western Australia.


 


Takeover
Bid means a takeover bid (as defined in the Corporations Act) to acquire Shares.


 


Total
and Permanent Disability means that the Relevant Person has, in the opinion of the Board, after considering such medical and other
evidence as it sees fit, become incapacitated to such an extent as to render the Relevant Person unlikely ever to engage in any occupation
with the Company or its Associated Bodies Corporate for which he or she is reasonably qualified by education, training or experience.


 


Vesting
Condition means, in respect of a Performance Right, any condition set out in the Offer which must be satisfied (unless waived in
accordance with the Plan) before that Performance Right can be exercised or any other restriction on exercise of that Performance Right
specified in the Offer or in this Plan.


 


Voting
Power has the meaning given to that term in Section 9 of the Corporations Act.


 


	1.2	Interpretation



 


In
this Plan unless the context otherwise requires:


 


	 	(a)	headings
    are for convenience only and do not affect the interpretation of this Plan;


 




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	 	(b)	any
    reference in the Plan to any enactment of the Listing Rules, as applicable, includes a reference to that enactment or those Listing
    Rules as from time to time amended, consolidated, re-enacted or replaced;
	 	 	 
	 	(c)	the
    singular includes the plural and vice versa;
	 	 	 
	 	(d)	any
    words denoting one gender include the other gender;
	 	 	 
	 	(e)	where
    any word or phrase is given a definite meaning in this Plan, any part of speech or other grammatical form of that word or phrase
    has a corresponding meaning;
	 	 	 
	 	(f)	a
    reference to:


 


	 	(i)	a
    person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
	 	 	 
	 	(ii)	a
    document includes all amendments or supplements to that document;
	 	 	 
	 	(iii)	a
    Rule is a reference to a Rule of this Plan;
	 	 	 
	 	(iv)	a
    law includes a constitutional provision, treaty, decree, convention, statute, regulation, ordinance, by-law, judgment, rule of common
    law or equity and is a reference to that law as amended, consolidated or replaced;
	 	 	 
	 	(v)	an
    agreement other than this Plan includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing;
    and
	 	 	 
	 	(vi)	a
    monetary amount is in Australian dollars; and


 


	 	(g)	when
    the day on which something must be done is not a Business Day, that thing must be done on the following Business Day.


 


	2.	PURPOSE 











 


The
purpose of the Plan is to:


 


	 	(a)	assist
    in the reward, retention and motivation of Eligible Participants;
	 	 	 
	 	(b)	link
    the reward of Eligible Participants to performance and the creation of Shareholder value;
	 	 	 
	 	(c)	align
    the interests of Eligible Participants more closely with the interests of Shareholders by providing an opportunity for Eligible Participants
    to receive Shares;
	 	 	 
	 	(d)	provide
    Eligible Participants with the opportunity to share in any future growth in value of the Company; and
	 	 	 
	 	(e)	provide
    greater incentive for Eligible Participants to focus on the Company’s longer term goals.


 




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	3.	COMMENCEMENT
                                            AND TERM



 



	 	(a)	This
    Plan will commence on the date determined by resolution of the Board and will continue until terminated by the Board.
	 	 	 
	 	(b)	The
    Board may terminate the Plan at any time by resolution. Termination shall not affect the rights or obligations of a Participant or
    the Company which have arisen under the Plan before the date of termination and the provisions of the Plan relating to a Participant’s
    Performance Rights shall survive termination of the Plan until fully satisfied and discharged.


  


	4.	OFFER
                                            OF PERFORMANCE RIGHTS



 




	4.1	Offer



 


	 	(a)	The
    Board may, from time to time, in its absolute discretion, make a written invitation to any Eligible Participant (including an Eligible
    Participant who has previously received an Offer) to apply for Performance Rights, upon the terms set out in the Plan and upon such
    additional terms and conditions as the Board determines (Offer).
	 	 	 
	 	(b)	In
    exercising that discretion, the Board may have regard to the following (without limitation):


 


	 	(i)	the
    Eligible Participant’s length of service with the Group;
	 	 	 
	 	(ii)	the
    contribution made by the Eligible Participant to the Group;
	 	 	 
	 	(iii)	the
    potential contribution of the Eligible Participant to the Group; or
	 	 	 
	 	(iv)	any
    other matter the Board considers relevant.


 


	 	(c)	For
    the avoidance of doubt, nothing in this document obliges the Company at any time to make an Offer, or further Offer, to any Eligible
    Participant.


 


	4.2	Offer
                                            Document



 


An
Offer must be made using an Offer Document.


 


	4.3	Personal
                                            Offer



 


Subject
to Rule 4.4, an Offer is personal and is not assignable.


 


	4.4	Nominee



 


	 	(a)	Upon
    receipt of an Offer, an Eligible Participant may, by notice in writing to the Board, nominate a Nominee in whose favour the Eligible
    Participant wishes to renounce the Offer.
	 	 	 
	 	(b)	The
    Board may, in its discretion, resolve not to allow a renunciation of an Offer in favour of a Nominee without giving any reason for
    that decision.


 




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	4.5	Minimum
                                            Contents of Offer Document



 


An
Offer Document must advise the Eligible Participant of the following minimum information regarding the Performance Rights:


 


	 	(a)	the
    maximum number of Performance Rights that the Eligible Participant may apply for, or the formula for determining the number of Performance
    Rights that may be applied for;
	 	 	 
	 	(b)	the
    maximum number of Shares that the Participant is entitled to be issued or transferred on the exercise of each Performance Right or
    the formula for determining the maximum number of Shares;
	 	 	 
	 	(c)	any
    applicable Vesting Conditions;
	 	 	 
	 	(d)	any
    Restriction Period applied by this Plan or that the Board has resolved to apply to Shares issued on exercise of the Performance Rights;
	 	 	 
	 	(e)	when
    Performance Rights will expire (Expiry Date);
	 	 	 
	 	(f)	the
    date by which an Offer must be accepted (Closing Date); and
	 	 	 
	 	(g)	any
    other information required by law or the Listing Rules or considered by the Board to be relevant to the Performance Rights or the
    Shares to be issued on the exercise of the Performance Rights.


 


	4.6	Number
                                            of Performance Rights



 


	 	(a)	Subject
    to Rule 4.12, the number of Performance Rights to be offered to an Eligible Participant from time to time will be determined by the
    Board in its discretion and in accordance with applicable law and the Listing Rules.
	 	 	 
	 	(b)	Each
    Performance Right will entitle the holder to be issued or transferred one Share (or to be paid a Cash Payment in lieu of the issue
    or transfer of one Share) unless the Plan or an applicable Offer otherwise provides.


 


	4.7	No
                                            Consideration



 


Performance
Rights granted under the Plan will be issued for nil cash consideration.


 


	4.8	Vesting
                                            Conditions



 


A
Performance Right may be made subject to Vesting Conditions as determined by the Board in its discretion and as specified in the Offer
for the Performance Right.


 


	4.9	Share
                                            Restriction Period



 


A
Share issued on exercise of a Performance Right may be subject to a Restriction Period as determined in accordance with Rule 9 of this
Plan.


 


	4.10	Deferred
                                            Taxation



 


Subdivision
83A-C of the Income Tax Assessment Act 1997 applies to the Plan except to the extent an Offer provides otherwise.


 


	4.11	Quotation
                                            of Performance Rights



 


Performance
Rights will not be quoted on Nasdaq, except to the extent provided for by this Plan or unless the Offer provides otherwise.


 




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	4.12	Limit
                                            on Offers



 


Where
the Company has relied or intends relying on the Class Order to make an Offer, the Company must have reasonable grounds to believe, when
making an Offer, that the number of Shares to be received on exercise of Performance Rights offered under an Offer, when aggregated with
the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous
3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee
incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the Offer.


 


	5.	ACCEPTANCE
                                            OF OFFER



 




	5.1	Acceptance
                                            of Offer



 


An
Eligible Participant (or permitted Nominee) may accept an Offer in whole or in part, by signing and returning an Application Form to
the Company no later than the Closing Date.


 


	5.2	Board’s
                                            right to reject



 


	 	(a)	The
    Board may accept or reject any Application Form in its absolute discretion.
	 	 	 
	 	(b)	Before
    accepting or rejecting the Application Form, the Board may require the applicant to provide any information that the Board requests
    concerning the person’s entitlement to lodge an Application Form under this Plan.
	 	 	 
	 	(c)	The
    Board must promptly notify an applicant if an Application Form has been rejected, in whole or in part.


 


	5.3	Participant
                                            Agrees to be Bound



 


	 	(a)	An
    Eligible Participant, by submitting an Application Form, agrees to be bound by the terms and conditions of the Offer and the Application
    Form, the Plan and the Constitution of the Company, as amended from time to time.
	 	 	 
	 	(b)	If
    the Board resolves to allow a renunciation of an Offer in favour of a Nominee, the Eligible Participant will procure that the permitted
    Nominee accepts the Offer made to that Eligible Participant and that both the Eligible Participant and the Nominee agree to be bound
    by the terms and conditions of the Offer and Application Form, the Plan and the Constitution of the Company, as amended from time
    to time.


 


	5.4	Lapse
                                            of Offer



 


To
the extent an Offer is not accepted in accordance with Rule 5.1, the Offer will lapse on the date following the Closing Date, unless
the Board determines otherwise.


 




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	6.	GRANT
                                            OF PERFORMANCE RIGHTS



 




	6.1	Grant
                                            of Performance Rights



 


	 	(a)	Subject
    to Rule 6.2, once the Board has received and approved a duly signed and completed Application Form for Performance Rights, the Company
    must, provided the Eligible Participant to whom the Offer was made remains an Eligible Participant, promptly grant Performance Rights
    to the applicant, upon the terms set out in the Offer, the Application Form and the Plan and upon such additional terms and conditions
    as the Board determines.
	 	 	 
	 	(b)	The
    Company will, within a reasonable period after the Grant Date of the Performance Rights, issue the applicant with a certificate evidencing
    the grant of the Performance Rights.


 


	6.2	Approvals



 


The
Company’s obligation to grant Performance Rights is conditional on:


 


	 	(a)	the
    grant of the Performance Rights complying with all applicable legislation, the Listing Rules and the Constitution; and
	 	 	 
	 	(b)	all
    necessary approvals required under any applicable legislation and the Listing Rules being obtained prior to the grant of the Performance
    Rights.


 


	6.3	Restrictions
                                            on Transfers, Dealings and Hedging



 


	 	(a)	Subject
    to the Listing Rules, as applicable, and except as otherwise provided for by an Offer, a Performance Right granted under the Plan
    is only transferable, assignable or able to be otherwise Disposed:


 


	 	(i)	in
    Special Circumstances with the consent of the Board (which may be withheld in its absolute discretion); or
	 	 	 
	 	(ii)	by
    force of law upon death to the Participant’s legal personal representative or upon bankruptcy to the Participant’s trustee
    in bankruptcy.


 


	 	(b)	A
    Participant must not enter into any arrangement for the purpose of hedging, or otherwise affecting their economic exposure, to their
    Performance Rights.
	 	 	 
	 	(c)	Where
    the Participant purports to transfer, assign, mortgage, charge or otherwise dispose or encumber a Performance Right, other than in
    accordance with Rule 6.3(a), or hedge a Performance Right contrary to Rule 6.3(b), the Performance Right immediately lapses.


 


	7.	VESTING
                                            AND EXERCISE of Performance Rights



 




	7.1	Vesting
                                            Conditions



 


	 	(a)	Subject
    to Rules 7.1(b), 7.2 and 7.3, a Performance Right granted under the Plan will not vest and be exercisable unless the Vesting
    Conditions (if any) attaching to that Performance Right have been satisfied, as determined by the Board acting reasonably, and the
    Board has notified the Participant of that fact.



 






    	10



    	 



    

 


	 	(b)	If at the time any Vesting Condition attaching to a Performance Right has been satisfied, the Performance Right granted
under the Plan will not vest (unless approved by the Board) and are not exercisable, if the Participant:



 


	 	(i)	is subject to a performance management plan;
	 	 	 
	 	(ii)	has tendered their resignation or ceases to be engaged by the Company; or
	 	 	 
	 	(iii)	has had their employment agreement, contractor agreement or other such engagement agreement terminated by the Company
(regardless of whether that termination is for cause, for convenience or by mutual agreement).



 


	 	(c)	The
    Board must notify a Participant in writing within 10 Business Days of becoming aware that any Vesting Condition attaching to a Performance
    Right has been satisfied.


 





	7.2	Vesting
                                            Condition Exceptions



 


Notwithstanding
Rule 7.1, the Board may in its absolute discretion except in respect of Rule 7.2(b), where (unless an Offer provides otherwise) Vesting
Conditions are deemed to be automatically waived, by written notice to a Participant, resolve to waive any of the Vesting Conditions
applying to Performance Rights due to:


 


	 	(a)	Special
    Circumstances arising in relation to an Eligible Participant;
	 	 	 
	 	(b)	a
    Change of Control occurring; or
	 	 	 
	 	(c)	the
    Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company,


 


in
which case Rule 7.3 applies.


 


	7.3	Exercise
                                            on Vesting



 


A
Participant (or their personal legal representative where applicable) may, subject to the terms of this Plan and any Offer, exercise
any vested Performance Right at any time after the Board notifies that the Performance Right has vested and before it lapses by providing
the Company with:


 


	 	(a)	the
    certificate for the Performance Rights or, if the certificate for the Performance Rights has been lost, mutilated or destroyed, a
    declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might
    be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost, mutilated or destroyed;
    and
	 	 	 
	 	(b)	a
    notice in the form of Schedule 3 addressed to the Company and signed by the Participant stating that the Participant exercises the
    Performance Rights and specifying the number of Performance Rights which are exercised.


 


	7.4	One
                                            or Several Parcels



 


Performance
Rights may be exercised in one or more parcels of any size, provided that the number of Shares issued or transferred upon exercise of
the number of Performance Rights in any parcel is not less than a Round Lot.


 






    	11



    	 



    

 


	8.	ISSUE/TRANSFER
                                            OF SHARES OR CASH PAYMENT



 




	8.1	Issue/transfer
                                            of Shares



 


If
the items specified in Rule 7.3 are delivered in accordance with that Rule, and provided the Board has not determined that a Cash Payment
applies, the Company will, subject to the Corporations Act, the Listing Rules, this Plan and any applicable Offer:


 


	 	(a)	within
    10 Business Days of satisfaction of Rule 7.3, issue or transfer to the Participant the Shares credited as being fully paid in respect
    of which the Performance Rights are exercised, together with any additional Shares an entitlement to which has arisen under Rule
    12 in consequence of the exercise of the Performance Rights;


 





	 	(b)	despatch
    a share certificate or enter the Shares in the Participant’s uncertificated holding, as the case may be, upon the terms set
    out in the Offer, the Application Form and the Plan and upon such additional terms and conditions as the Board determines; and
	 	 	 
	 	(c)	cancel
    the certificate delivered pursuant to Rule 7.3 and, if any Performance Rights which have not lapsed remain unexercised, deliver to
    the Participant a replacement certificate reflecting the number of those Performance Rights which remain unexercised.


 


	8.2	Cash
                                            Payment Facility



 


	 	(a)	Subject
    to the Corporations Act, the Listing Rules, this Plan and the terms of any Offer, where all Vesting Conditions in respect of a Performance
    Right have been satisfied or waived, the Board may, in its absolute discretion, within 10 Business Days of receipt of a valid notice
    of exercise for vested Performance Right, in lieu of issuing or transferring a Share to the Participant on exercise of the Performance
    Right under Rule 8.1, pay the Participant or his or her personal representative (as the case may be) a Cash Payment for the Performance
    Right exercised (which may be nil if the Cash Payment is a negative amount).
	 	 	 
	 	(b)	A
    vested Performance Right automatically lapses upon payment of a Cash Payment in respect of the vested Performance Right.


 


	8.3	Blackout
                                            Period, Takeover Restrictions and Insider Trading



 


If
the issue or transfer of Shares on exercise of a Performance Right would otherwise fall within a Blackout Period, or breach the insider
trading or takeover provisions of the Corporations Act, or the Listing Rules, the Company may delay the issue of the Shares until 10
Business Days following the expiration, as applicable, of the Blackout Period or the day on which the insider trading or takeover provisions
or the Listing Rules, no longer prevent the issue or transfer of the Shares.


 


	8.4	Withholding



 


If
a Participant is liable for tax, duties or other amounts in respect of their Performance Rights, and the Company is liable to make a
payment to the appropriate authorities on account of that liability, unless the Participant and the Company agree otherwise, the Company
must either deduct from any Cash Payment due, or issue to the Participant and arrange (as the Participant’s attorney) for a nominee
to sell on Nasdaq, such number of Shares which would otherwise be issued and allocated to the Participant so that the net proceeds of
sale (after allowing for reasonable sale costs) equal the payment the Company is required to pay to the appropriate authorities. The
Company is entitled to apply such net sale costs to pay to the appropriate authorities, with any excess sale proceeds to be remitted
to the Participant.


 






    	12



    	 



    

 


	8.5	Rights
                                            attaching to Shares



 


A
Participant will, from and including the issue date of Shares under this Plan, be the legal owner of the Shares issued in respect of
them and will be entitled to dividends and to exercise voting rights attached to the Shares.





 


	8.6	Share
                                            ranking



 


All
Shares issued under the Plan will rank equally in all respects with the Shares of the same class for the time being on issue except as
regards any rights attaching to such Shares by reference to a record date prior to the date of their issue.


 


	8.7	Quotation
                                            on Nasdaq



 


	 	(a)	If
    Shares of the same class as those issued under the Plan are quoted on Nasdaq, the Company will, subject to the Listing Rules, as
    applicable, apply to Nasdaq, as the case may be, for those Shares to be quoted on Nasdaq within the later of 10 Business Days after:


 


	 	(i)	the
    date the Shares are issued; and
	 	 	 
	 	(ii)	the
    date any Restriction Period that applies to the Shares ends.


 


	 	(b)	The
    Company will not apply for quotation of any Performance Rights on Nasdaq.


 


	8.8	Sale
                                            of Shares



 


	 	(a)	Subject
    to Rules 8.8(d) and 9 and the Company’s Constitution, there will be no transfer restrictions on Shares issued or transferred
    under the Plan unless the sale, transfer or disposal by the Participant of the Shares issued or transferred to them on exercise of
    the Performance Rights (or any interest in them) would require the preparation of a disclosure document (as that term is defined
    in the Corporations Act).
	 	 	 
	 	(b)	If
    a disclosure document is required, the Participant agrees to enter into such arrangements with the Company as the Board considers
    appropriate to prevent the sale, transfer or disposal of the relevant Shares in a manner that would require a disclosure document
    to be prepared.
	 	 	 
	 	(c)	The
    Company will issue, where required to enable Shares issued on exercise of Performance Rights to be freely tradeable on Nasdaq (subject
    to any Restriction Period), a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where
    a cleansing statement is required, but cannot be issued, the Company will lodge a prospectus in relation to the Shares with ASIC
    which complies with the requirements of the Corporations Act and allows the Shares to be freely tradeable on Nasdaq (subject to any
    Restriction Period).
	 	 	 
	 	(d)	A
    Participant must not sell, transfer or dispose of any Shares issued to them on exercise of the Performance Rights (or any interest
    in them) in contravention of the Corporations Act, including the insider trading and on-sale provisions.


 






    	13



    	 



    

 


	9.	Restriction
                                            on Dealing in Shares



 




	9.1	Restriction
                                            Period



 


Subject
to clause 9.4, the Board may, in its discretion, determine at any time up until exercise of Performance Rights, that a restriction period
will apply to some or all of the Shares issued or transferred to a Participant on exercise of those Performance Rights (Restricted
Shares), up to a maximum of seven (7) years from the Grant Date of the Performance Rights (Restriction Period).


 


	9.2	Waiver
                                            of Restriction Period



 


Subject
to Rule 9.4, the Board may, in its sole discretion, having regard to the circumstances at the time, waive a Restriction Period determined
pursuant to Rule 9.1.


 


	9.3	No
                                            disposal of Restricted Shares



 


A
Participant must not dispose of or otherwise deal with any Shares issued to them under the Plan while they are Restricted Shares.


 


	9.4	Escrow



 


Shares
are deemed to be subject to a Restriction Period to the extent necessary to comply with any escrow restrictions imposed.


 


		9.5	Enforcement
                                            of Restriction Period



 


	 	(a)	The
    Company may implement any procedure it considers appropriate to restrict a Participant from dealing with any Shares for as long as
    those Shares are subject to a Restriction Period.
	 	 	 
	 	(b)	The
    Participant agrees to:


 


	 	(i)	execute
    a restriction agreement in relation to the Restricted Shares reflecting any Restriction Period applying to the Restricted Shares
    under the Plan or any escrow imposed;
	 	 	 
	 	(ii)	if
    required, the Company lodging the share certificates for the Shares (where issuer sponsored) with a bank or recognised trustee to
    hold until the expiry of any Restriction Period applying to the Shares or until the Shares are otherwise released from restrictions
    (at which time the Company shall arrange for the share certificates to be provided to the Participant); and
	 	 	 
	 	(iii)	if
    required, the application of a Holding Lock over Shares until any Restriction Period applying to the Shares under the Plan has expired
    (at which time the Company shall arrange for the Holding Lock to be removed).


 


	9.6	Lapse
                                            of Restriction Period



 


When
a Share ceases to be a Restricted Share, all restrictions on disposing of or otherwise dealing or purporting to deal with that Share
provided in or under these Rules will cease.


 






    	14



    	 



    

 


	10.	Lapse
                                            of Performance Rights



 




	10.1	Lapsing
                                            of Performance Right



 


A
Performance Right will lapse upon the earlier to occur of:


 


	 	(a)	an
    unauthorised dealing in, or hedging of, the Performance Right occurring, as governed by Rule 6.3(c);
	 	 	 
	 	(b)	a
    Vesting Condition in relation to the Performance Right is not satisfied by the due date, or becomes incapable of satisfaction, as
    determined by the Board acting reasonably, unless the Board exercises its discretion to waive the Vesting Condition and vest the
    Performance Right under Rule 7.2 (Vesting Condition Exceptions) or Rule 10.1(c)(ii) applies;


 


	 	(c)	in
    respect of an unvested Performance Right only, a Relevant Person ceases to be an Eligible Participant, unless the Board:
	 	 	 	 	 
	 	 	(i)	exercises
    its discretion to vest the Performance Right under Rule 7.2 (Vesting Condition Exceptions); or
	 	 	 	 
	 	 	(ii)	in
    its absolute discretion, resolves to allow the unvested Performance Rights to remain unvested after the Relevant Person ceases to
    be an Eligible Participant;
	 	 	 	 	 
	 	(d)	in
    respect of a vested Performance Right only:
	 	 	 	 	 
	 	 	(i)	a
    Relevant Person ceases to be an Eligible Participant and the Board, in its absolute discretion, resolves that the Performance Right
    granted in respect of that Relevant Person must:
	 	 	 	 	 
	 	 	 	(A)	be
    exercised within one (1) month (or such later date as the Board determines) of the date the Relevant Person ceases to be an Eligible
    Participant and the Performance Right is not exercised within that period; or;
	 	 	 	 	 
	 	 	 	(B)	be
    cancelled by the Company in consideration for a Cash Payment to the Participant, and a Cash Payment is made in respect of the vested
    Performance Right; or
	 	 	 	 	 
	 	 	(ii)	upon
    payment of a Cash Payment in respect of the vested Option under Rule 8.2;
	 	 	 	 	 
	 	(e)	the
    Board deems that a Performance Right lapses due to fraud, dishonesty or other improper behaviour of the holder/Eligible Participant
    under Rule 10.2 (Fraud and Related Matters);
	 	 	 
	 	(f)	in
    respect of an unvested Performance Right, the Company undergoes a Change of Control or a winding up resolution or order is made,
    and the Performance Right does not vest in accordance with Rule 7.2 (Vesting Condition Exceptions); and
	 	 	 
	 	(g)	the
    Expiry Date of the Performance Right.


 






    	15



    	 



    

 


	10.2	Fraud
    and Related Matters
	 	 
	 	Notwithstanding
    any other provision of this document, where a Relevant Person:
	 	 	 
	 	(a)	in
    the opinion of the Board, acts fraudulently or dishonestly, is grossly negligent, demonstrates serious and wilful misconduct, or
    causes a material adverse effect on the reputation of the Company;
	 	 	 
	 	(b)	has
    his or her employment or office terminated due to serious or wilful misconduct or otherwise for cause without notice;
	 	 	 
	 	(c)	deals
    with or disposes of Performance Rights or Restricted Shares contrary to the provisions of this Plan or any applicable Offer; or
	 	 	 
	 	(d)	becomes
    ineligible to hold his or her office due to Part 2D.6 of the Corporations Act,
	 	 	 
	 	the
    Board may, by written notice to the Participant, deem any unvested, or vested but unexercised, Performance Rights of the Participant
    to have lapsed, or require the Participant to pay back any Cash Payment paid to the Participant, which is deemed to be a debt due
    and payable by the Participant on demand, or require the Participant to do all such things necessary to cancel any Shares issued
    on exercise of the Participant’s Performance Rights.


 


	11.	ExCHANGE
    DUE TO CHANGE OF CONTROL
	 	 
	 	If
    a company (Acquiring Company) obtains control of the Company as a result of a Change of Control and both the Company, the
    Acquiring Company and the Participant agree, a Participant may, in respect of any vested Performance Rights that are exercised, be
    provided with shares of the Acquiring Company, or its parent, in lieu of Shares, on substantially the same terms and subject to substantially
    the same conditions as the Shares, but with appropriate adjustments to the number and kind of shares subject to the Performance Rights.


 


	12.	PArticipation
    rights AND reORGANISATION
	 	 
	12.1	Participation
    Rights
	 	 	 	 
	 	(a)	There
    are no participation rights or entitlements inherent in the Performance Rights and Participants will not be entitled to participate
    in new issues of capital offered to Shareholders during the currency of the Performance Rights without exercising the Performance
    Right.
	 	 	 
	 	(b)	A
    Performance Right does not confer the right to a change in the number of underlying Shares over which the Performance Right can be
    exercised.
	 	 	 
	 	(c)	A
    Participant who is not a Shareholder is not entitled to:
	 	 	 	 
	 	 	(i)	notice
    of, or to vote or attend at, a meeting of the Shareholders of the Company; or
	 	 	 	 
	 	 	(ii)	receive
    any dividends declared by the Company,
	 	 	 	 
	 	 	unless
    and until any Performance Right is exercised and the Participant holds Shares that provide the right to notice and dividends.



 


	12.2	Adjustment
    for Reorganisation
	 	 
	 	If,
    at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights
    of a Participant are to be changed in a manner consistent with the Corporations Act and the Listing Rules (if applicable) at the
    time of the reorganisation.


 






    	16



    	 



    

 


	12.3	Notice
    of Adjustments
	 	 
	 	Whenever
    the number of Shares to be issued on the exercise of a Performance Right is adjusted pursuant to these Rules, the Company will give
    notice of the adjustment to the Participant and Nasdaq, as applicable, together with calculations on which the adjustment is based.
	 	 
	12.4	Cumulative
    Adjustments
	 	 
	 	Effect
    will be given to Rule 12.3 in such manner that the effect of the successive applications of them is cumulative, with the intention
    being that the adjustments they progressively effect will reflect previous adjustments.


 


	13.	OVERRIDING
    RESTRICTIONS ON ISSUE AND EXERCISE
	 	 
	 	Notwithstanding
    the Rules or the terms of any Performance Right, no Performance Right may be offered, granted or exercised and no Share may be issued
    under the Plan if to do so:
	 	 	 
	 	(a)	would
    contravene the Corporations Act, the Listing Rules or any other applicable law; or
	 	 	 
	 	(b)	would
    contravene the local laws or customs of an Eligible Participant’s country of residence or in the opinion of the Board would
    require actions to comply with those local laws or customs which are, in the absolute discretion of the Board, impractical.


 


	14.	amendments
	 	 
	14.1	Power
    to amend Plan
	 	 
	 	Subject
    to Rule 14.2, the Corporations Act and the Listing Rules:
	 	 	 
	 	(a)	the
    Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, an Offer or the terms or conditions
    of any Performance Right granted under the Plan; and
	 	 	 
	 	(b)	any
    amendment may be given such retrospective effect as is specified in the written instrument or resolution by which the amendment is
    made.
	 	 	 
	14.2	Adjustment
    to Performance Right Terms
	 	 
	 	No
    adjustment or variation of the terms of a Performance Right will be made without the consent of the Participant who holds the relevant
    Performance Right if such adjustment or variation would have a materially prejudicial effect upon the Participant (in respect of
    his or her outstanding Performance Rights), other than an adjustment or variation introduced primarily:
	 	 	 
	 	(a)	for
    the purpose of complying with or conforming to present or future State, Territory or Commonwealth legislation governing or regulating
    the maintenance or operation of the Plan or like plans;
	 	 	 
	 	(b)	to
    correct any manifest error or mistake;
	 	 	 
	 	(c)	to
    enable a member of the Group to comply with the Corporations Act, the Listing Rules, applicable foreign law, or a requirement, policy
    or practice of the ASIC or other foreign or Australian regulatory body; or



 






    	17



    	 



    

 


	 	(d)	to
    take into consideration possible adverse taxation implications in respect of the Plan, including changes to applicable taxation legislation
    or the interpretation of that legislation by a court of competent jurisdiction or any rulings from taxation authorities administering
    such legislation.








 


	14.3	Notice
    of amendment
	 	 
	 	As
    soon as reasonably practicable after making any amendment under Rule 14.1, the Board will give notice in writing of that amendment
    to any Participant affected by the amendment.
	 	 	 	 






	15.	Trust	 	 
	 	 	 	 
	 	(a)	The
    Board may, at any time, establish a trust for the sole purpose of acquiring and holding Shares in respect of which a Participant
    may exercise, or has exercised, vested Performance Rights, including for the purpose of enforcing the disposal restrictions and appoint
    a trustee to act as trustee of the trust.
	 	 	 
	 	(b)	The
    trustee will hold the Shares as trustee for and on behalf of a Participant as beneficial owner upon the terms of the trust.
	 	 	 
	 	(c)	The
    Board may at any time amend all or any of the provisions of this Plan to effect the establishment of a trust and the appointment
    of a trustee as detailed in this Rule.
	 	 	 
	 	(d)	Securities
    held by or for this Plan must only be voted on a resolution under the Listing Rules if and to the extent that:
	 	 	 	 
	 	 	(i)	they
    are held for the benefit of a nominated Participant;
	 	 	 	 
	 	 	(ii)	the
    nominated Participant is not excluded from voting on the resolution under the Listing Rules; and
	 	 	 	 
	 	 	(iii)	the
    nominated Participant has directed how the securities are to be voted.



 


	16.	miscellaneous
	 	 
	16.1	Rights
    and obligations of Participant
	 	 	 	 
	 	(a)	The
    rights and obligations of an Eligible Participant under the terms of their office, employment or contract with a Group Company are
    not affected by their participating in the Plan. This Plan will not form part of, and is not incorporated into, any contract of any
    Eligible Participant (whether or not they are an employee of a Group Company).
	 	 	 
	 	(b)	No
    Participant will have any rights to compensation or damages in consequence of:
	 	 	 	 
	 	 	(i)	the
    termination, for any reason, of the office, employment or other contract with a Group Company of the Participant (or, where the Participant
    is a Nominee of the Eligible Participant, that Eligible Participant) where those rights arise, or may arise, as a result of the Participant
    ceasing to have rights under the Plan as a result of such termination; or
	 	 	 	 
	 	 	(ii)	the
    lapsing of Performance Rights in accordance with this Plan.


 




    	18



    	 



    

 





	 	(c)	Nothing
    in this Plan, participation in the Plan or the terms of any Performance Right:
	 	 	 	 
	 	 	(i)	affects
    the rights of any Group Company to terminate the employment, engagement or office of an Eligible Participant or a Participant (as
    the case may be);
	 	 	 	 
	 	 	(ii)	affects
    the rights and obligations of any Eligible Participant or Participant under the terms of their employment, engagement or office with
    any Group Company;
	 	 	 	 
	 	 	(iii)	confers
    any legal or equitable right on an Eligible Participant or a Participant whatsoever to take action against any Group Company in respect
    of their employment, engagement or office;
	 	 	 	 
	 	 	(iv)	confers
    on an Eligible Participant or a Participant any rights to compensation or damages in consequence of the termination of their employment,
    engagement or office by any Group Company for any reason whatsoever including ceasing to have rights under the Plan as a result of
    such termination; or
	 	 	 	 
	 	 	(v)	confers
    any responsibility or liability on any Group Company or its directors, officers, employees, representatives or agents in respect
    of any taxation liabilities of the Eligible Participant or Participant.
	 	 	 	 
	 	(d)	If
    a Vesting Condition attached to a Performance Right requires a Participant to remain an employee of a Group Company, then the Participant
    will be treated as having ceased to be an employee of a Group Company at such time the Participant’s employer ceases to be
    a Group Company.
	 	 	 
	 	(e)	A
    Participant who is granted an approved leave of absence and who exercises their right to return to work under any applicable award,
    enterprise agreement, other agreement, statute or regulation before the exercise of a Performance Right under the Plan will be treated
    for those purposes as not having ceased to be such an employee.
	 	 	 	 
	16.2	Power
    of the Board
	 	 
	 	(a)	The
    Plan is administered by the Board which has power to:
	 	 	 	 
	 	 	(i)	determine
    appropriate procedures for administration of the Plan consistent with this Plan; and
	 	 	 	 
	 	 	(ii)	delegate
    to any one or more persons, for such period and on such conditions as it may determine, the exercise of any of its powers or discretions
    arising under the Plan.
	 	 	 	 
	 	(b)	Except
    as otherwise expressly provided in this Plan, the Board has absolute and unfettered discretion to act, or refrain from acting, under
    or in connection with the Plan or any Performance Rights under the Plan and in the exercise of any power or discretion under the
    Plan.



 




    	19



    	 



    

 


	16.3	Dispute
    or disagreement 
	 	 
	 	In
    the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related
    to the Plan or to any Performance Rights granted under it, the decision of the Board is final and binding.


 


	16.4	ASIC
    relief
	 	 	 
	 	(a)	Notwithstanding
    any other provisions of the Plan, every covenant or other provisions set out in an exemption or modification granted from time to
    time by ASIC in respect of the Plan pursuant to its power to exempt and modify the Corporations Act and required to be included in
    the Plan in order for that exemption or modification to have full effect, is deemed to be contained in the Plan.
	 	 	 
	 	(b)	To
    the extent that any covenant or other provision deemed by this Rule to be contained in the Plan is inconsistent with any other provision
    in the Plan, the deemed covenant or other provision shall prevail.
	 	 	 
	16.5	Non-residents
    of Australia
	 	 	 
	 	(a)	The
    Board may adopt additional rules of the Plan applicable in any jurisdiction outside Australia under which rights offered under the
    Plan may be subject to additional or modified terms, having regard to any securities, exchange control or taxation laws or regulations
    or similar factors which may apply to the Participant or to any Group Company in relation to the rights. Any additional rule must
    conform to the basic principles of the Plan.
	 	 	 
	 	(b)	When
    a Performance Right is granted under the Plan to a person who is not a resident of Australia the provisions of the Plan apply subject
    to such alterations or additions as the Board determines having regard to any securities, exchange control or taxation laws or regulation
    or similar factors which may apply to the Participant or to any Group Company in relation to the Performance Right.


 


	16.6	Communication
	 	 
	 	(a)	Any
    notice or other communication under or in connection with the Plan may be given by personal delivery or by sending the same by post
    or facsimile or other electronic means:
	 	 	 	 
	 	 	(i)	in
    the case of a company, to its registered office;
	 	 	 	 
	 	 	(ii)	in
    the case of an individual, to the individual’s last notified address; or
	 	 	 	 
	 	 	(iii)	where
    a Participant is a Director or employee of a Group Company, either to the Participant’s last known address or to the address
    of the place of business at which the Participant performs the whole or substantially the whole of the duties of the Participant’s
    office of employment.
	 	 	 	 
	 	(b)	Where
    a notice or other communication is given by post, it is deemed to have been received 48 hours after it was put into the post properly
    addressed and stamped. Where a notice or other communication is given by facsimile, it is deemed to have been received on completion
    of transmission. Where a notice is given by electronic transmission, the notice is taken to have been received at the time the electronic
    transmission is sent unless the sender receives a message that the electronic message has not been delivered.



 




    	20



    	 



    

 


	 	(c)	Despite Rule 16.6(b) if any communication is received, or taken to be received under Rule 16.6(b), after 5.00pm in the place of receipt or on a non-Business Day, it is taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.


 


	16.7	Attorney
	 	 
	 	Each
    Participant:
	 	 	 	 
	 	(a)	irrevocably
    appoints the Company and any person nominated from time to time by the Company (each an attorney), severally, as the Participant’s
    attorney to complete and execute any documents, including applications for Shares and Share transfers, and to do all acts or things
    on behalf of and in the name of the Participant which may be convenient or necessary for the purpose of enforcing a Participant’s
    obligations, or exercising the Company’s rights, under this Plan or an Offer;
	 	 	 
	 	(b)	covenants
    that the Participant will ratify and confirm any act or thing done pursuant to this power;
	 	 	 
	 	(c)	except
    in respect of any liability caused by the Company’s reckless or wilful misconduct, releases each Group Company and the attorney
    from any liability whatsoever arising from the exercise of the powers conferred by this Rule; and
	 	 	 
	 	(d)	except
    in respect of any losses caused by the Company’s reckless or wilful misconduct, indemnifies and holds harmless each Group Company
    and the attorney in respect thereof.
	 	 	 	 
	16.8	Costs
    and Expenses
	 	 
	 	The
    Company will pay all expenses, costs and charges in relation to the establishment, implementation and administration of the Plan,
    including all costs incurred in or associated with the issue or purchase of Shares for the purposes of the Plan.
	 	 
	16.9	Adverse
    Tax
	 	 
	 	Where
    a Participant may suffer an adverse taxation consequence as a direct result of participating in the Plan that was not apparent to
    the Participant or the Company at the time the Participant was issued Performance Rights under the Plan, the Board may, in its absolute
    discretion, agree to compensate the Participant in whole or in part.
	 	 
	16.10	Data
    protection
	 	 
	 	By
    lodging an Application Form, each Participant consents to the holding and processing of personal data provided by the Participant
    to any Group Company for all purposes relating to the operation of the Plan. These include, but are not limited to:
	 	 	 
	 	(a)	administering and maintaining Participants’ records;



 




    	21



    	 



    

 


	 	(b)	providing information to
    trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
	 	 	 
	 	(c)	providing information to
    future purchasers of the Company or the business in which the Participant works; and
	 	 	 
	 	(d)	transferring information
    about the Participant to a country or territory outside Australia.


 


	16.11	Error
    in Allocation
	 	 	 	 
	 	If
    any Performance Rights are provided under this Plan in error or by mistake to a person (Mistaken Recipient) who is not the
    intended recipient, the Mistaken Recipient shall have no right or interest, and shall be taken never to have had any right or interest,
    in those Performance Rights and those Performance Rights will immediately lapse.


 


	16.12	No
    fiduciary capacity
	 	 
	 	The
    Board may exercise any power or discretion conferred on it by this Plan in the interest or for the benefit of the Company, and in
    so doing the Board is not required to act in the interests of another person or as requested by another person and will not be under
    any fiduciary obligation to another person.
	 	 	 	 
	16.13	Listing
    Rules
	 	 
	 	If,
    and for so long as, the Company is admitted to Nasdaq, the provisions of the Listing Rules of Nasdaq, will apply to the Plan, and
    to the extent that the Plan and the Listing Rules, as applicable, are inconsistent, the provisions of the Listing Rules will prevail.
	 	 
	16.14	Enforcement
	 	 
	 	This
    Plan, any determination of the Board made pursuant to this Plan, and the terms of any Performance Rights granted under the Plan,
    will be deemed to form a contract between the Company and the Participant.
	 	 
	16.15	Laws
    governing Plan
	 	 
	 	(a)	 This Plan, and any Awards issued under it, are governed by the laws of the State and the Commonwealth of Australia.
	 	 	 	 
	 	(b)	 The Company and the Participants submit to the non-exclusive jurisdiction of the courts of the State.


 




    	22



    	 



    

 





 



Schedule
1 – performance rights plan – OFFER DOCUMENT





 



 





[insert
date]


 


[Name
and address of Eligible Participant]


 


Dear
[insert]


 


LOCAFY
LIMITED – PERFORMANCE RIGHTS PLAN


 


The
board of directors of Locafy Limited (ACN 136 737 767) (Company) is pleased to make an invitation to you to apply for Performance
Rights under its Performance Rights Plan (Plan) on the terms of this offer letter (Offer). Terms used in this Offer have
the same meaning as used in the Plan.


 


	The
    Company is pleased to advise you of the following:
	 	 	 
	(a)	this
    Offer is subject to the terms and conditions of the Plan, a copy of which is attached to this Offer;
	 	 
	(b)	subject
    to the following, the Company is willing to offer you the following Performance Rights under the Plan with the following Expiry Date
    and subject to the following Vesting Conditions:
	 	 	 
	 	(i)	[insert
    details of Performance Rights, Expiry Date and Vesting Conditions];
	 	 	 
	(c)	on
    exercise of your vested Performance Right you (or your Nominee) will be entitled to receive, at the absolute discretion of the Board,
    either:
	 	 	 
	 	(ii)	Shares;
    or
	 	 	 
	 	(iii)	a
    Cash Payment;
	 	 	 
	(d)	the
    grant of the Performance Rights is subject to the terms of the Plan, including the Company obtaining any necessary Shareholder approvals
    and you remaining an Eligible Participant at the time the Performance Rights are to be granted and (subject to a number of exceptions),
    exercised and converted into Shares;
	 	 
	(e)	the
    Performance Rights under the Plan will be granted to you for [nil] cash consideration;
	 	 
	(f)	Shares
    issued on exercise of the Performance Rights [will be subject to the following Restriction Periods/will not be subject to any Restriction
    Periods]:
	 	 	 
	 	(i)	[insert];
	 	 	 
	 	(ii)	[insert];
    and
	 	 	 
	 	(iii)	[insert].
	 	 	 
	(g)	this
    Offer remains open for acceptance by you until 5pm (in the State) on [insert date] (Closing Date) at which time the Offer
    will close and lapse;


 




    	23



    	 



    

 


	(h)	you
    may apply for the Performance Right by filling out Application Form below and returning to the Company Secretary before the Closing
    Date. In accordance with Rule 5.2 of the Plan, the Board may, in its absolute discretion, reject your Application Form and not grant
    the Performance Rights;
	 	 
	(i)	you
    may apply for the Performance Right to be registered in your name, or in a Nominee’s name. Examples of acceptable Nominees
    are set out in the Plan. Please discuss this with the Company Secretary if you have any queries;
	 	 
	(j)	unless
    the Plan provides otherwise, the Shares to which you are entitled on exercise of the Performance Right will be issued to you as soon
    as practicable after the exercise date as will any Cash Payment;
	 	 
	(k)	Performance
    Rights are only transferrable in special circumstances as set out in the Plan;
	 	 
	(l)	If
    listed, the Company will apply for the Shares to be quoted in accordance with the Listing Rules within 10 Business Days of the later
    of the date the Shares are issued and the date any Restriction Period that applies to the Shares ends. The Shares may be subject
    to restrictions on disposal in accordance with the Plan in which case the Company will impose a Holding Lock with the Company’s
    share registry and the Shares will not be able to be traded until the Holding Lock is lifted by the Company;
	 	 
	(m)	the
    Company will issue, where required to enable Shares issued on exercise of Performance Rights to be freely tradeable on Nasdaq (subject
    to any Restriction Period), a cleansing statement under Section 708A(5) of the Corporations Act at the time Shares are issued. Where
    a cleansing statement is required, but cannot be issued, the Company will have a prospectus available in relation to the Shares which
    complies with the requirements of the Corporations Act;
	 	 
	(n)	the
    Company undertakes that, during the period commencing on the date of this Offer and expiring on the Closing Date, it will, within
    a reasonable period of you so requesting, make available to you the current market price of the underlying Shares to which the Performance
    Rights relate;
	 	 
	(o)	the
    current market price of the underlying Shares to which the Performance Rights relate can be found on the Company’s website
    at www.locafy.com;
	 	 
	(p)	Subdivision
    83A-C of the Income Tax Assessment Act 1997 ̧ which enables tax deferral on Performance Rights, [will/will not] apply
    (subject to the conditions in that Act) to Performance Rights granted to you under this Offer; and
	 	 
	(q)	you
    must not sell, transfer or dispose of any Shares issued to you on the exercise of Performance Rights where to do so would contravene
    the insider trading or on-sale provisions of the Corporations Act.


 


You
should be aware that the business, assets and operations of the Company are subject to certain risk factors that have the potential to
influence the operating and financial performance of the Company in the future. These risks can impact on the value of an investment
in the securities of the Company, including Performance Rights offered under the Plan, and Shares issued on exercise of the Performance
Rights.


 


Any
advice given by the Company in relation to the Performance Rights, or underlying Shares offered under the Plan, does not take into account
your objectives, financial situation and needs (including financial or taxation issues).


 


This
Offer and all other documents provided to you at the time of this Offer contain general advice only and you should consider obtaining
your own financial product advice from an independent person who is licensed by the Australian Securities and Investments Commission
to give such advice. You are advised to seek independent professional advice regarding the Australian tax consequences of the grant of
Performance Rights and the acquiring and disposing of any Shares that are issued on exercise of Performance Rights under the Plan according
to your own particular circumstances.


 


Please
confirm your (or your Nominee’s) acceptance of the Offer set out in this letter by completing the Application Form below and returning
it to the Company by no later than [insert].


 


Yours
faithfully


 


[insert
name]


Director


For
and on behalf of 


Locafy
Limited


 


Encl.


 










    	24



    	 



    

 





 



Schedule
2 – performance rights plan Application Form





 



 


Locafy
Limited (ACN 136 737 767) (Company) has invited you (or your Nominee), by an invitation dated [insert] (Offer), to apply
for the grant under its Performance Rights Plan (Plan) of certain Performance Rights.


 


The
entity below hereby applies for the Performance Rights under the terms of the Offer, this Application Form and the Plan.


 


	Full
    Name:	 	 	 






	ACN
    (if applicable)	 	 	 






	Address:	 	 	 






	Ph:	 	Email:	 






	Tax
    file number(s) or exemption:	 	 	 


 


	In
    applying for the grant of Performance Rights under the Offer, the entity below acknowledges and agrees:
	 	 
	(a)	that,
    in accordance with Rule 5.2 of the Plan, the Board may, in its absolute discretion, reject this Application Form and not grant the
    Performance Rights;
	 	 
	(b)	to
    be entered on the register of performance rights holders of the Company as the holder of the Performance Rights applied for, and
    any Shares issued on the exercise of the Performance Rights;
	 	 
	(c)	to
    be bound by the terms of the Constitution of the Company;
	 	 
	(d)	to
    be bound by the terms and conditions of the Plan;
	 	 
	(e)	to
    be bound by the terms and conditions of the Offer;
	 	 
	(f)	a
    copy of the full terms of the Plan has been provided to it;
	 	 
	(g)	that,
    by completing this Application Form, it agrees to appoint the Company Secretary as its attorney to complete and execute any documents
    and do all acts on its behalf which may be convenient or necessary for the purpose of giving effect to the provisions of the Plan
    and the Offer;
	 	 
	(h)	that
    any tax liability arising from the Company accepting its application for Performance Rights under the Plan or the issue or transfer
    of Shares or the making of a Cash Payment on exercise of the Performance Rights is its responsibility and not that of the Company;
    and
	 	 
	(i)	to
    the extent required by the terms of the Plan and the Listing Rules, to enter into any necessary restriction agreement in relation
    to any Shares provided on the exercise of the Performance Rights and to the placing of a Holding Lock on those Shares.


 




    	25



    	 



    

 


Where
an individual


 


	SIGNED
    by [INSERT NAME OF 	)
    	 
	INDIVIDUAL]
    in the presence of:	)	 
	 	 	 
		 	
	Signature
    of witness	 	Signature
    
	 	 	 
		 	 
	Name
    of witness	 	 


 


Where
an Australian company


 


	EXECUTED
    by [INSERT COMPANY NAME]	)	 
	ACN
    [INSERT ACN]	)	 
	in
    accordance with section 127 of the	)	 
	Corporations
    Act 2001 (Cth):	)	 
	 	 	 
		 	
	Signature
    of director	 	Signature
    of director/company secretary*
	 	 	 
		 	
	Name
    of director	 	Name
    of director/company secretary*


 


*please
delete as applicable


 




    	26



    	 



    

 





 



SCHEDULE
3 – Notice of exercise of PERFORMANCE RIGHTS





 



 





 


	To:
    	The
    Directors
	 	Locafy
    Limited


 


I/We
_______________________________ of _______________________________________ _________________________________ being registered holder(s)
of performance rights as set out on the certificate annexed to this notice, hereby exercise _________________ of the abovementioned performance
rights.


 


I/
We authorise and direct the Company, except to the extent a Cash Payment is made, to register me/us as the holder(s) of the Shares to
be allotted to me/us and I/we agree to accept such Shares subject to the provisions of the Constitution of the Company.


 


	Dated:
    	      	 
	 	 	 
		 
	Signature
    of Holder(s)	 


 


Note:


 


	1.	Each
    holder must sign.
	 	 
	2.	An
    application by a company must be executed in accordance with section 127 of the Corporations Act 2001 (Cth) and, if signing
    for a company as a sole director/secretary – ensure “sole director/secretary” is written beside the signature.


 




    	27