Executives and Employees Share Option Plan Rules

LogiCamms Limited ACN 127 897 689

MCKENZIE MONCRIEFF

L A W Y E R S

Level 5, Citibank House 37 St Georges Terrace Perth WA 6000 Tel: +618 9326 5000 Fax: +618 9326 5050 www.mckenziemoncrieff.com Our ref: JC:WM:00191

Contents

$\frac{1}{2}$

l,

$\frac{1}{2}$

Rules of the LogiCamms Limited Executives and Employees Option Plan

Rules of Plan $\mathbf 1$ .

This document sets out the Rules of the "LogiCamms Limited Executives and Employees Share Option Plan".

Objectives $2_-$

• The objectives of the Plan are to: $2.1$
• establish a method by which Eligible Employees can participate in the $(a)$ future growth and profitability of the Company;
• provide an incentive and reward for Eligible Employees for their $(b)$ contributions to the Company; and
• attract and retain a high standard of managerial and technical personnel for $(c)$ the benefit of the Company.

Definitions and Interpretation $3₁$

In these Rules, unless the context otherwise requires: $3.1$

Application means an application in the form set out in Annexure 1 or in such other form as the Board may from time to time determine, by which an Offer may be accepted.

Application Date means the date on which an Application is lodged with the Company by an Eligible Person or his or her nominee in accordance with the requirements of these Rules.

ASX means ASX Limited (ACN 008 624 691).

Bid has the meaning given to that term in Rule 9.2.

Board means the board of Directors of the Company from time to time.

Business Day has the meaning given to it in the Listing Rules.

Change of Control Event means a person, or a group of associated persons, becoming entitled to sufficient Shares to give that person or persons the ability, in general meeting, to replace all or a majority of the Board.

Class Order means ASIC Class Order 03/184 or any subsequent class order made or approved by ASIC in substitution of Class Order 03/184.

Company means LogiCamms Limited ACN 127 897 689.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Eligible Employee means a person who is a full time or part-time employee or executive director of the Company or a Related Body Corporate of the Company, other than any such person who has given notice of resignation, or who has been given notice of termination, of his or her employment, or removed from his or her position.

Eligible Person means:

• an Eligible Employee; $(a)$
• the spouse of an Eligible Employee; $(b)$
• a body corporate in which an Eligible Employee holds and beneficially owns $(c)$ not less than 50% of the issued voting share capital;
• the trustee of a trust in which an Eligible Employee is a beneficiary or $(d)$ object; or
• the trustee of a superannuation fund of which an Eligible Employee is a $(e)$ member.

Exercise Period means, in relation to an Option, the period during which the Options may be exercised by the Holder.

Exercise Price means the amount as determined by the Board at the time an Option is granted, that must be paid by the Holder to acquire a Share on the exercise of an Option, such price being not less than the average weighted sale price of the Shares on ASX during the five trading days prior to the issue date of such Options, or such other period as determined by the Board.

Expiry Date means 5.00pm Western Standard Time in Australia on the day which is three years and six months after the date of grant of an Option or such other time specified in an Offer as determined by the Board in its absolute discretion.

Group Company means the Company and any Related Body Corporate of the Company.

Holder means the registered holder of Options.

Listing Rules means the Listing Rules of ASX, and any other rules of ASX which are applicable to the Company while the Company is admitted to the official list of ASX, each as amended from time to time, except to the extent of any express waiver by ASX.

Offer means the offer of Options made in accordance with Rule 6 and on the terms set out in these Rules.

Option means an option to subscribe for a Share on the terms set out in these Rules.

Option Exercise Notice means a notice for the exercise of Options in accordance with the Rules in the form set out in Annexure 2 to these Rules or in such other form as the Board may from time to time prescribe.

Participant means an Eligible Person to whom Options have been granted under the Plan.

Permanent Disablement means:

the illness or incapacity of the Eligible Employee necessitating the $(a)$ permanent withdrawal of the Eligible Employee from the work force, as accepted to the satisfaction of the Board; or

any other circumstances which the Board considers should be treated as $(b)$ Permanent Disablement for the purposes of the Plan.

Plan means the LogiCamms Limited Executive and Employee Share Option Plan established in accordance with these Rules.

Related Body Corporate has the same meaning as given to that term in the Corporations Act.

Restricted Period has the meaning given to that term in Rule 9.1.

Rules means the rules of the Plan as set out in this document as amended from time to time.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

Takeover Period in relation to a takeover bid in respect of Shares, means the offer period as defined in section 624 of the Corporations Act.

Vesting Conditions means such conditions (if any) as determined by the Board which must be satisfied before an Option can be exercised.

• Unless the context otherwise requires any word or phrase used in these Rules $3.2$ which is not defined above, but which is defined in the Listing Rules has the same meaning as defined in the Listing Rules.
• Words importing any gender include all genders. $3.3$
• The singular includes the plural and vice versa. $3.4$
• Headings are included for convenience only and do not affect the construction of $3.5$ these Rules.
• A reference to a law is a reference to that law as amended, consolidated, $36$ supplemented or replaced, and includes reference to any regulation, by-law or other subordinate legislation to that law.
• A reference to the Listing Rules has effect only if the Company is admitted to the $3.7$ official list of ASX, and is otherwise to be disregarded (save where any term is defined by reference to the meaning given to it in the Listing Rules).

The Plan 4.

• There shall be set aside for the purposes of the Plan such number of Options as the $4.1$ Board may from time to time determine.
• The Board will administer the Plan. $4.2$
• For so long as the Company is admitted to the official list of ASX, Options may not $4.3$ be offered to a Director or his or her associates except where approval is given by the shareholders of the Company in general meeting in accordance with the requirements of the Listing Rules.
• Participation in the Plan is subject to the Rules. $4.4$

Eligibility to Participate 5.

.
1911 - Johann Harrison, filmsk politiker i dreve

• The Board may in its absolute discretion determine criteria to apply to an Eligible Person for participation in the Plan including, without limitation, a minimum period of $5.1$ service.
• Subject to Rule 4.3 in respect of the participation of Directors, Eligible Persons may $5.2$ participate in the Plan.
• Eligibility to participate in the Plan does not confer a right to participate in the Plan. $5.3$ Participation in the Plan will be solely determined by the Board in accordance with these Rules.
• Options may be granted to Eligible Persons or their nominees as approved by the 5.4 Board from time to time.

Offers of Options 6.

• The Board may from time to time make Offers in writing to Eligible Persons inviting $6.1$ them to take up Options under the Plan.
• No Offer may be made if to do so would contravene the Constitution, the 62 Corporations Act, the Listing Rules or any other applicable law.
• Each Offer made by the Board must be in writing and must: 6.3
• specify the name of the Eligible Person to whom the Offer is made; $(a)$
• specify the total number of Options (and the number of Shares to which the $(b)$ Options relate) which the Eligible Person may accept;
• specify such terms and conditions of the issue of the Options the subject of $(c)$ the Offer, as determined by the Board;
• specify the time and date by which the Offer must be accepted; $(d)$
• specify any other matters required to be specified in the Offer by the $(e)$ Corporations Act, the Listing Rules and/or application instruments issued by the Australian Securities and Investments Commission; and
• have attached an Application and copy of these Rules. $(f)$
• If the Company is admitted to the official list of ASX, the Offer must include an 6.4 undertaking by the Company to provide to a Participant, within a reasonable period of being so requested, the current market price (as defined in the Listing Rules) of the Shares.

Grant of Options $7₁$

• Upon acceptance of a duly signed and completed Application for Options together, $7.1$ the Company may grant the Options applied for to the applicant (such person then being known as the Holder) on the terms determined by the Board under Rule 6.
• The Company will issue a certificate or holding statement to each Holder in respect $7.2$ of Options granted to them.

Terms of Options 8.

• The terms of Options granted under the Plan shall be as determined by the Board $8.1$ from time to time in accordance with this rule 8.
• The Exercise Price of an Option shall be the price determined by the Board in its $8.2$ absolute discretion prior to or on grant of the Option.
• Subject to paragraph 10.3, the Exercise Period of an Option shall be the period 8.3 determined by the Board in its absolute discretion prior to or on grant of the Option. If no period is determined by the Board then the Exercise Period shall be the period from the date of grant of the Option to the Expiry Date.
• The Board may in its absolute discretion impose Vesting Conditions in respect of an 84 Option on such terms as the Board considers appropriate. If an Option is subject to Vesting Conditions then the Option may only be exercised if the Vesting Conditions relating to it have been satisfied or waived by the Board in its absolute discretion. The Board shall notify the Holder of the satisfaction of waiver of any Vesting Conditions applicable to the Options held by the Holder.
• Unless otherwise determined by the Board when it resolves to grant the Option and 8.5 subject to the Vesting Conditions applicable to the Option, each Option is granted on the following terms:

Exercise of Options

• Each Option entitles the Holder to subscribe for one Share on exercise of $(a)$ the Option.
• Subject to paragraph (d), a Holder may only exercise Options during the $(b)$ Exercise Period.
• On expiry of the Exercise Period an Option not exercised shall $(c)$ automatically lapse.
• Notwithstanding rule 8.4 and paragraph (b), Options may be exercised: $(d)$
• during a Takeover Period; $(i)$
• at any time after a Change of Control Event has occurred; $(ii)$
• at any time after the announcement of a proposed capital $(iii)$ reconstruction referred to in paragraph (I);
• in the Board's absolute discretion, following the occurrence and $(iv)$ announcement by the Company of an event that in the opinion of the Board is likely to lead to the Company being removed from the official list of ASX;
• in the Board's absolute discretion, within 12 months, in the event of $(v)$ the death or Permanent Disablement of an Eligible Employee, in respect of Options held by that Eligible Employee or an Eligible Person in respect of that Eligible Employee; or
• in the Board's absolute discretion, within 12 months, in the event of $(vi)$ the cessation of an Eligible Employee's employment with a Group Company as a result of the Eligible Employee's position becoming redundant;

If, in the reasonable opinion of the Board, an Eligible Employee acts fraudulently or dishonestly in any material respect or is in material breach of $(e)$ his or her obligations to any Group Company, then, notwithstanding any other provision in these Rules, the Board may deem any unexercised Options of the Eligible Employee (or the Eligible Person in respect of the Eligible Employee) to have lapsed.

Notice of Exercise

• Subject to paragraph (d), Options may only be exercised by notice in $(f)$ writing to the Company which is signed by the Holder and delivered to the registered office of the Company. The notice must specify the number of Options being exercised (which must be no less than multiples of 500) and must be accompanied by:
• the Exercise Price for the number of Options specified in the $(i)$ notice; and
• the certificate or holding statement for those Options, for $(ii)$ cancellation by the Company.

The notice only becomes effective when the Company has received the full amount of the Exercise Price for the number of Options specified in the notice in cleared funds.

Issue of certificates

• Subject to paragraphs (b) to (f) above, within 10 Business Days of the $(g)$ notice referred to in paragraph (f) above becoming effective, the Board must:
• allot and issue the number of Shares specified in the notice to the $(i)$ Holder:
• cancel the certificate or holding statement for the Options being $(ii)$ exercised; and
• if applicable, issue a new certificate or holding statement for any $(iii)$ remaining unexercised Options covered by the certificate or holding statement accompanying the notice.

Allotment of Shares

• All Shares allotted upon the exercise of Options will be of the same class $(h)$ and rank equally in all respects with other Shares, and, in particular, entitle their holders to participate fully in:
• dividends declared by the Company after the date of allotment; $(i)$ and
• all issues of securities offered to holders of Shares where $(ii)$ entitlements to participate in those issues are determined by reference to a record date after the date of allotment of Shares allotted upon the exercise of Options.

Official quotation

If existing Shares are officially quoted by ASX, the Company must apply for $(i)$ official quotation by ASX of all Shares allotted pursuant to the exercise of

Options not later than 10 Business Days after the date of allotment. The Company will not apply to have the Options granted under the Plan quoted on ASX.

New issues

Holders will only be permitted to participate in a pro rata issue to the $(i)$ holders of Shares on the prior exercise of Options. The Company must notify the Holder of the proposed issue at least 7 Business Days before the record date to determine entitlements to the pro rata issue.

In the event of a pro rata issue (except a Bonus Issue) to the holders of Shares, the Exercise Price of an Option may be reduced using the formula in Listing Rule 6.22.2.

Bonus issues

If from time to time prior to the expiry of any Options the Company makes $(k)$ an issue of any class of shares to the holders of Shares on a pro rata basis by way of capitalisation of profits or reserves (other than an issue in lieu of dividends) (a Bonus Issue) then upon exercise of an Option, each Holder is entitled to have issued (in addition to the Shares which would otherwise be issued upon such exercise) the number of shares of the class which would have been issued to the Holder under the Bonus Issue (Bonus Shares) if on the date on which entitlements to participate in the Bonus Issue were calculated the Holder had been registered as the holder of the number of Shares of which the Holder would have been registered as holder if immediately prior to that date the Option had been exercised and the Shares the subject of such exercise had been duly allotted and issued. The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the Bonus Issue and upon issue rank equally in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

Reorganisation of capital

• In the event of a reorganisation (including a consolidation, subdivision, $(1)$ reduction or return) of the issued capital of the Company, then the number of Options to which each Holder is entitled or the Exercise Price or both will be changed in the manner required by the Listing Rules and, in any case, in a manner which will not result in any benefits being conferred on holders of Options which are not conferred on Shareholders.
• The Company must give notice to each Holder of any adjustment to the $(m)$ number of Shares for which the Holder is entitled to subscribe or to the Exercise Price pursuant to the provisions of paragraph (I).

Conditions of Exercise of Options 9.

• Options may not be exercised during the period of 12 months from, and including, $9.1$ the date of issue of an Option (Restricted Period).
• If a takeover bid is made to acquire the whole or any part of the issued Shares, or a $9.2$ scheme of arrangement, selective reduction or other transaction is initiated which has an effect similar to a full takeover bid of the issued Shares (Bid), and the Bid is accepted by the holder of at least 50% of the Shares on issue, then each Holder will

be able to exercise all or any part of his or her Options, notwithstanding that the applicable Restricted Period has not expired.

Cessation of employment of Participant $10.$

• Subject to Rule 10.2, options will automatically lapse and be forfeited if during the $10.1$ Restricted Period the Participant to whom the Options were first granted:
• voluntarily resigns from employment with the Company otherwise than to $(a)$ take up employment with a Related Body Corporate of the Company;
• is dismissed from employment or is removed from his or her position with $(b)$ the Company for any one or more of the following reasons:
  • wilful misconduct bringing disrepute on the Company or a Related $(i)$ Body Corporate;
  • repeated disobedience, after prior written warning; $(ii)$
  • incompetence in the performance of any duties for which the $(iii)$ Eligible Person was employed, after prior written warning;
  • fraud or any other dishonesty in respect of the property or affairs of $(iv)$ the Company or a Related Body Corporate; or
  • any other reason, based on which the Board believe is fair and $(v)$ reasonable to warrant the lapsing and forfeiture of the Options.
• Options that are subject to a Restricted Period will not lapse and be forfeited if the $10.2$ Participant ceases employment or is removed from his or her position with the Company in the following circumstances:
• death of the Participant: $(a)$
• total permanent disability of the Participant, such that the Participant is $(b)$ incapable of performing his or her duties due to a form of illness, injury or other disablement, as determined by the Board;
• $(c)$ retirement:
• $(d)$ redundancy; and
• any other reason, based on which the Board believe is fair and reasonable $(e)$ to warrant the Eligible Person maintaining his/her right to exercise the Options.
• Should a Participant, in the opinion of the Board, satisfy the requirements of clause $10.3$ 10.2 the Participant will have a period of one (1) year to exercise the Option from the date the Company receives notice or determines the existence of the specified event (as the case may be) and acknowledges in writing that such event satisfies the requirements of clause 10.2.

Dividends and voting rights $11.$

Holders of Options have no rights to vote at meetings of the Company or receive dividends until Shares are allotted on the exercise of Options pursuant to the Rules.

a
San Samura Shain S

Maximum number of Options $12.$

• Without limiting Rule 6.2, the Board shall not offer or grant Options to any Eligible Person under the Plan if, immediately following the grant of the Options the subject $12.1$ of the Offer, the total number of Shares to which the Options to be granted under the Offer relate, when aggregated with:
• the number of Shares which would be issued if each outstanding Option or other options issued under any other employee or executive share or option $(a)$ scheme operated by the Company were to be exercised; and
• the number of Shares issued during the previous five (5) years pursuant to the Plan or any other employee or executive share or option plan operated $(b)$ by the Company,

would exceed five per cent (5%) of the total number of issued Shares in the Company as at the time of the Offer.

• For the purposes of Rule 12, any Shares or Options offered in the following $12.2$ circumstances may be disregarded:
• an offer made to a person situated outside Australia at the time of receipt of $(a)$ the Offer:
• an offer that did not need disclosure to investors because of section 708 of $(b)$ the Corporations Act;
• an offer made pursuant to a disclosure document (as defined in the $(c)$ Corporations Act); or
• an offer that was an excluded offer or invitation within the meaning of the $(d)$ Corporations Act as in force before the commencement of Schedule 1 of the Corporate Law Economic Reform Act 1999 (Cth).

Taxation $13.$

Neither the Company nor its directors, officers, employees, representatives or agents take any responsibility or assume any liability for the taxation liabilities of Participants that arise in respect of the issue or exercise of Options.

Listing Rules $14.$

The terms and conditions of the Plan must at all times comply with the Listing Rules. If there is any inconsistency between the terms and conditions of the Plan and the Listing Rules then the Listing Rules will prevail.

Administration of the Plan $15.$

• The Plan will be administered by the Board who shall have the power and absolute $15.1$ discretion to:
• determine the procedures from time to time for the administration of the $(a)$ Plan subject to the Rules;

• subject to Rules 6.2, 14 and 17, amend or modify the Rules; $(b)$

• resolve conclusively all questions of fact or interpretation arising in $(c)$ connection with the interpretation or application of the Rules; and

• delegate to any one or more persons for such period and on such $(d)$ conditions as the Board may determine the exercise of any of the Board's powers or discretions under the Plan.
• Any determination made by the Board with respect to questions of fact or $15.2$ interpretation in connection with the Plan or the Rules will be final and binding on the Company and the Participants.

Restriction on Exercise of Options 16.

No Option given under this Plan may be exercised unless the underlying Shares $16.1$ pertaining to that Option have been listed on ASX or an approved foreign exchange (as defined in the Class Order) for a period of 12 months immediately before the date of the Offer without suspension for more than a total of two trading days during that period.

Termination, suspension and amendment of the Plan $17₁$

Subject to any applicable Listing Rules or laws, the Plan will take effect when the Board decides and may be suspended, terminated or amended at any time by resolution of the Board.

Miscellaneous 18.

• No broker's fees or commissions are payable by an Eligible Person for the grant of $18.1$ Options pursuant to this Plan.
• Participants granted Options under this Plan are bound by these Rules and the $18.2$ Constitution.
• Any notice required to be given by the Company to a Participant or any 18.3 correspondence to be made between the Company and a Participant may be given or made by the Board or such persons as it may direct on behalf of the Company.
• No Participant or Holder has or is to be regarded for any purpose as having any 18.4 interest in Shares the subject of an Option until that Option is exercised and the Shares are allotted.
• The Company will establish and maintain a register of Participants. 18.5
• Participation in the Plan does not affect an Eligible Person's terms or employment or 18.6 appointment with the Company or any Related Body Corporate of the Company. In particular, participation in the Plan does not detract from any right the Company or any Related Body Corporate of the Company may have to terminate the employment of an Eligible Person.
• Neither the adoption of the Plan by the Board nor any provisions of these Rules will 18.7 be construed as creating any limitation on the power of the Board to adopt such additional remuneration arrangements as it may deem desirable, including with out limitation, the granting of share options and bonuses otherwise than under the Plan, and any such arrangements may be either generally applicable or applicable only in specific cases.

All Options lapse on liquidation of the Company. 18.8

Governing law 19.

$\bar{z}$

The Plan, the Rules and the operation of the Plan shall be governed by the laws of the State of Western Australia.

Annexure 1

LogiCamms Ltd

ACN 127 897 689

EXECUTIVE AND EMPLOYEE SHARE OPTION PLAN

APPLICATION FOR OPTIONS

The Board $To:$

LogiCamms Ltd

I/We (Mr, Mrs, Ms)

of

Options to subscribe for an equal number of Shares in hereby apply for per Share and I the capital of the Company at an exercise price of \$ agree that upon issue of those Options I shall hold those Options and deal with them only in accordance with the terms and conditions of the said Employee Share Option Plan of LogiCamms Ltd (a copy of which was attached to the offer that accompanied this application form), subject to and accordance with the Constitution of the Company.

day of 20 Dated this

Signed:

Name:

Notes:

The Exercise Price is determined by the Board at the time of making the Offer $(1)$ in accordance with the Rules of the Plan.

Options are issued free. $(2)$

Annexure 2

LogiCamms Ltd ACN 127 897 689 EXECUTIVE AND EMPLOYEE SHARE OPTION PLAN

OPTION EXERCISE FORM

Fully paid Ordinary Share and enclose payment in full of \$

I/We request you allot to me/us and I/we agree to accept the Shares subject to the Constitution of the Company. If this application is signed by an attorney, the attorney hereby declares that he has no notice of revocation of the power under authority of which this application is signed. (Companies should sign under seal).

Signature of Applicant

day of 20 Dated this