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).

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.

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.

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).

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.

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.

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

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.

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:

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.

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:

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.

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.

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

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

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.

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.

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

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

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.

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.

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.

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 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:

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.

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:

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.

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.

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.

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.

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).

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.

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

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

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.

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;

(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.

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.

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.

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		11

	8.1	Issue/transfer of Shares	11
	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	12
	8.6	Share ranking	13
	8.7	Quotation on ASX or NSX	13
	8.8	Sale of Shares	13

9.	Restriction on Dealing in Shares		13

	9.1	Restriction Period	13
	9.2	Waiver of Restriction Period	14
	9.3	No disposal of Restricted Shares	14
	9.4	ASX or NSX Imposed Escrow	14
	9.5	Enforcement of Restriction Period	14
	9.6	Lapse of Restriction Period	14

10.	Lapse of Performance Rights		14

	10.1	Lapsing of Performance Right	14
	10.2	Fraud and Related Matters	15

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	16
	12.4	Cumulative Adjustments	16

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	19
	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

	(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

	(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)	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.

	(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.

	(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

	(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,

	(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,

	(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

	(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.

	(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.

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

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

	(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,

	(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).

	(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.

	(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:

	(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.

	(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.

	(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):

	(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.

	(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.

	(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.

	(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.

	(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.

	(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.

	(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.

	(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.

	(a)	Subject to Rules 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.

	(b)	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.

	(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,

	(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.

	(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.

	(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.

	(i)	the date the Shares are issued; and

	(ii)	the date any Restriction Period that applies to the Shares ends.