(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

48 Miller Street

Murarrie, QLD 4172

Australia

+61 (07) 3147 8500

Christopher Lueking

Ryan Maierson

Roderick Branch

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, IL 60611

(312)-876-7700

Alexandra Feros

Corrs Chambers Westgarth

42, 111 Eagle Street

Brisbane QLD 4000

Australia

Tel: +61 (7) 3228 9789

Incorporation of Documents by Reference.

the prospectus filed by the Registrant with the SEC pursuant to Rule 424(b) under the Securities Act, on December 21, 2021, relating to the registration statement on Form F-4, as amended (File No. 333-259793), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;

all other reports filed by us pursuant to Section 13(a) or 14(d) of the Exchange Act;

the description of the Registrant’s Ordinary Shares contained in the Registrant’s registration statement on Form 8-A (File No. 001-41226), filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on January 13, 2022 including any amendments or reports filed for the purpose of updating such description; and

all documents that we subsequently file pursuant to Sections 13 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the registration statement that indicates that all of the Ordinary Shares offered have been sold or that deregisters all of such shares then remaining unsold.

Description of Securities.

Interests of Named Experts and Counsel.

Indemnification of Directors and Officers.

a liability owed to the company or a related body corporate of the company;

a liability for a pecuniary penalty order made under section 1317G or a compensation order under section 961M, 1317H, 1317HA, 1317HB, 1317HC or 1317HE of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”); or

a liability that is owed to someone other than the company or a related body corporate of the company and did not arise out of conduct in good faith.

in defending or resisting proceedings in which the officer or director is found to have a liability for which they cannot be indemnified as set out above;

in defending or resisting criminal proceedings in which the person is found guilty;

in defending or resisting proceedings brought by the ASIC or a liquidator for a court order if the grounds for making the order are found by the court to have been established (except costs incurred in responding to actions taken by the ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

in connection with proceedings for relief to the officer or a director under the Corporations Act, in which the court denies the relief.

Exemption from Registration Claimed.

Exhibits.

Exhibit

Number

Filed

Herewith

Exhibit Description

Form

Date

Number

Tritium Technologies, LLC Shadow Equity Employee Plan

Tritium Technologies B.V. Shadow Equity Employee Plan

  10.7

  10.8

  10.9

  23.1

  23.2

  23.3

  24.1

107

Undertakings.

The Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

NAME

POSITION

DATE

/s/ Jane Hunter

Jane Hunter

/s/ Michael Hipwood

Michael Hipwood

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/ Robert Tichio

Robert Tichio

/s/ Trevor St. Baker

Trevor St. Baker

/s/ Kenneth Braithwaite

Kenneth Braithwaite

/s/ David Finn

David Finn

/s/ Edward Hightower

Edward Hightower

/s/ Kara Phillips

Kara Phillips

11 February 2022

Tritium DCFC Limited

48 Miller Street

Murarrie QLD 4172

up to 747,739 Ordinary Shares (Dutch Shadow Plan Shares) that may become issuable by Tritium DCFC under the Tritium Technologies B.V. Shadow Equity Employee Plan (the Dutch Shadow Plan);

up to 729,801 Ordinary Shares (Australian Shadow Plan Shares) that may become issuable by Tritium DCFC under the Tritium Pty Ltd Shadow Equity Employee Plan (the Australian Shadow Plan); and

up to 6,438,263 Ordinary Shares (Incentive Plan Shares) that may become issuable under the Tritium DCFC Limited Long Term Incentive Plan (the Incentive Plan).

Material reviewed

a copy of the Registration Statement;

a copy of the certificate of registration of Tritium DCFC;

a copy of the constitution of Tritium DCFC as at the date of this letter;

a copy of each Shadow Plan;

a copy of the Incentive Plan;

a copy of the written resolutions of the directors of Tritium DCFC dated 11 February 2022 (US Eastern time) authorising the issue of the Shares and the filing of the Registration Statement (Board Resolution);

the results of a search conducted on the date of this letter at 11.13 am Brisbane time of the Australian Securities and Investments Commission (ASIC) database for Tritium DCFC (ASIC Search); and

such other instruments, agreements, certificates, minutes and other documents we deem necessary in order to give the opinions expressed below.

Opinions

the Registration Statement, as finally amended, having become effective under the Securities Act and continuing to be so effective; and

the Board Resolution remaining in full force and effect and not having been rescinded or amended; and

valid entries having been made in relation to the issue of the Shares in the books and registers of Tritium DCFC,

Tritium DCFC has been duly incorporated and is validly registered and existing under the laws of the Commonwealth of Australia; and

the Shares, if and when issued as described in the Registration Statement, will be validly issued and fully paid and will not be subject to any call for payment of further capital.

General

relate exclusively to the documents and transactions described in it;

are strictly limited to the matters stated in the opinion, and no opinion or belief is implied or may be inferred beyond the matters expressly stated in the opinion;

are addressed to and given for the benefit of Tritium DCFC and may be relied upon by Tritium DCFC and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This letter may not in any circumstance be:

relied upon, by any other person; or

used in connection with any other transaction,

our prior written consent; and

are given solely to matters governed by, and should be interpreted in accordance with, the laws of the Commonwealth of Australia as in force and as interpreted at 9.00am Brisbane time on the date of this letter, and we have no obligation to inform you of any change in any relevant law occurring after that time.

/s/ Alexandra Feros

Alexandra Feros

Partner

Assumptions

with respect to all documents reviewed by us:

all signatures, sealings or markings are genuine;

any individual, corporate entity or governmental authority signing, sealing or otherwise marking any of such documents had the requisite legal capacity at all relevant times to sign, seal or otherwise mark such documents;

all documents submitted to us as originals are authentic and complete;

all documents submitted to us as copies or as a reproduction (including facsimiles) conform to the authentic original documents; and

the corporate records of Tritium DCFC are complete, true and accurate;

if we have reviewed a draft of a document rather than an executed copy, the document will be executed in the form of that draft;

Tritium DCFC has disclosed to us all the information it and any of its officers and employees are aware of and which might affect our findings;

any documents and information given to us by Tritium DCFC or any of its employees, officers, advisers, agents or representatives are accurate and complete;

all factual matters in all documents provided to us in connection with this opinion are true and correct;

each document reviewed by us has been validly executed by each entity expressed to be a party to it and the obligations of each party under each document reviewed by us are valid, blinding and (subject to the terms of each document) enforceable;

each party to a document reviewed by us, other than Tritium DCFC, is validly registered and existing under the laws of its place of incorporation;

each party to a document reviewed by us has the power to enter into and perform its obligations under that document and has taken all necessary corporate and other action to authorise the execution, delivery and performance of that document in accordance with its terms;

the filing of the Registration Statement with the Exchange Commission has been authorised by all necessary actions under all applicable laws other than Australian law;

the constitution of Tritium DCFC examined by us remains in full force and effect and no alteration has been made or will be made to the constitution prior to the date of allotment and issue of the Shares (Allotment Date);

the information disclosed by the ASIC Search conducted by us was complete, accurate and up to date as at the date of the ASIC Search, that the position has not changed since the time at which the ASIC Search was undertaken and that the result of the ASIC Search will remain complete and accurate at the Allotment Date;

Tritium DCFC has complied with its reporting and filing obligations under all applicable laws;

each document reviewed by us in connection with this opinion:

is accurate, complete and up-to-date;

has not been varied, amended or terminated; and

has not been superseded by some other document or action of which we are not aware;

no material information or documents have been withheld from us, whether deliberately or inadvertently;

the resolutions of the directors of Tritium DCFC were dully passed as written resolutions of the directors of Tritium DCFC, all constitutional, statutory and other formalities were duly observed and such resolution was duly adopted, and such resolution has not been revoked or varied and remains in full force and effect and will remain so at the Allotment Date;

each Plan was validly adopted, remains in full force and effect, and no alterations have been made to the Plan following the date of its adoption or will be made to the Plan prior to an Allotment Date;

in respect of all awards made under the terms of each Plan, the terms of those awards do not materially deviate from the terms set out in the Plan;

in relation to any allotment and issue of Shares pursuant to a Plan, the recipient will have become entitled to such Shares under the terms of the Plan and such Shares will, where applicable, be fully vested in accordance with the terms of the Plan and such recipient has or will have complied with all other requirements of the Plan in connection with the allotment and issue of such Shares;

in relation to any allotment and issuance of Shares pursuant to a Plan, that such Shares will be allotted and issued in accordance with the terms of the Plan, the constitution of Tritium DCFC and the requirements of all applicable laws; and

none of the Shares or rights to subscribe for Shares have been or will be offered to the public in any jurisdiction in breach of any applicable laws or regulations in that jurisdiction concerning offers of securities to the public.

Qualifications

this opinion only relates to the laws in Australia in force at the date of this opinion and does not express or imply an opinion as to the laws of any other jurisdiction;

we express no opinion on the compliance of the Plans, or the compliance of any award made under the Plans, with the rules and regulations of the NASDAQ Stock Market LLC;

we express no opinion in relation to the legality, enforceability or validity of any Plan or any award agreement entered into pursuant to any Plan;

we are not able to comment on, and express no opinion on whether:

the information given to us for the purposes of this opinion is adequate;

the documents given to us for the purposes of this opinion are complete;

the documents given to us for the purposes of this opinion comprise all relevant documents;

there is other information relevant to the matters referred to in this opinion;

all relevant documents and information have been correctly filed; or

there are any other matters not brought to our attention which a reasonable person may consider material in relation to the matters referred to in this opinion;

we do not accept any responsibility for omissions or inaccuracies in this opinion resulting from documents or information not given to us;

we have relied on the ASIC Search and have not made any independent investigations or searches. We note that the records of ASIC available for public search may not be complete, accurate or up to date; and

if a person for whose benefit our opinion is given is actually aware of or believes there to be a false or misleading statement or an omission of the information requested to be provided to us in connection with the work performed by us in rendering this opinion, that person may not rely on this opinion in relation to that statement or omission and should seek legal advice on the specific matter concerned.

1   Definitions

2   Invitations

2.1

2.2

2.3

3   Contribution arrangements

3.1

3.2

3.3

4   Trust arrangements

4.1

4.2

4.3

5   Dividend Equivalent Rights

5.1

5.2

5.3

6   Applications

6.1

6.2

6.3

7   Grant of Awards

7.1

7.2

8   Vesting and Exercise

8.1

8.2

8.3

8.4

9   Lapsing and forfeiture

9.1

9.2

9.3

9.4

9.5

10   Satisfaction of Options and Rights

10.1

10.2

10.3

Long Term Incentive Plan Rules

11   Satisfaction of Incentive Rights

11.1

12   Satisfaction of Dividend Equivalent Rights

13   Dealing Restrictions

13.1

13.2

13.3

13.4

14   Cessation of Employment

14.1

14.2

14.3

15   Change of Employment

15.1

15.2

16   Control of the Company

16.1

16.2

16.3

17   Adjustments of Awards

17.1

17.2

17.3

17.4

17.5

17.6

17.7

17.8

17.9

18   Inappropriate benefits

18.1

18.2

19   Tax

19.1

19.2

19.3

20   Shares issued under the Plan

20.1

20.2

Long Term Incentive Plan Rules

21   Irrevocable power of attorney

22   Amendments to the Plan

22.1

22.2

22.3

22.4

23   Relationship with Participants

23.1 Separate rights and obligations

23.2

24   Administration of the Plan

24.1

24.2

24.3

24.4

24.5

24.6

24.7

24.8

24.9

25   Notices

25.1

25.2

25.3

26   Governing Law

27   General

27.1

27.2

Schedule 1 - Irrevocable power of attorney

Long Term Incentive Plan Rules

Definitions

Long Term Incentive Plan Rules

Long Term Incentive Plan Rules

Long Term Incentive Plan Rules

Long Term Incentive Plan Rules

Long Term Incentive Plan Rules

Long Term Incentive Plan Rules

Invitations

Board may make Invitations

The Board may, from time to time, in its absolute discretion and subject to these Rules invite Eligible Participants to participate in the Plan and apply for a grant of Awards upon the terms set out in the Plan and any other terms and conditions as the Board determines.

Long Term Incentive Plan Rules

The Board may in its discretion invite an Eligible Participant to apply for a grant of a Dividend Equivalent Right in an Invitation to apply for a grant of Award (other than a Restricted Share or Unrestricted Share).

Without limiting clause 2.1(a), an Invitation may be expressed as an offer to the Eligible Participant to participate in the Plan and may specify the manner in which the Eligible Participant may accept that offer or the conduct of the Eligible Participant which will be treated as acceptance of that offer, including the failure of the Eligible Participant to lodge or submit an election not to participate in the Plan in accordance with the instructions that accompany the Invitation.

Without limiting clause 2.1(a), an Invitation may be made to a person where the Invitation is conditional on the person becoming an Employee.

The Board may amend or withdraw an Invitation at any time prior to acceptance. An invitation that is withdrawn will become null and void and of no effect.

Form of an Invitation

An Invitation may take any form determined by the Board, including by electronic means or by way of making it available on a website and notifying the Eligible Participant recipient that it is available on the website.

An Invitation must include the following information:

the type or types of Awards being offered;

the number of Awards being offered or the method by which the number will be calculated;

the manner in which the Eligible Participant may accept or reject the Invitation and the latest date by which the Invitation must be accepted;

the amount (if any) that will be payable for the grant of an Award or the method by which that amount will be calculated; and

any Vesting Conditions or other conditions that apply to the Award, including any Vesting Period.

An Invitation for a grant of an Option or Performance Right must include the following information:

if the Award is an Option, the requirements for exercising the Option, including any Exercise Price that will be payable and the period or periods in which the Option may be exercised;

whether the exercise of the Option or Vesting of the Performance Right will only be satisfied by an Allocation of Shares to the Participant; and

the dates or circumstances in which the Option or Performance Right may lapse.

Long Term Incentive Plan Rules

An Invitation for a grant of an Incentive Right must include the following information:

how the amount of the Incentive Right will be calculated; and

when the amount of the Incentive Right will be paid.

An Invitation may include the following information:

the circumstances (if any) in which Shares Allocated to the Participant may be forfeited;

any Dealing Restrictions (including the Restriction Period);

how an Award may be treated in the event that a Cessation of Employment of the Participant occurs;

how an Award may be treated in the event that a Change of Control Event occurs;

how an Award may be treated in the circumstances referred to in clause 15.1; and

how an Award may be treated in the circumstances referred to in clause 18.1.

Terms of grant

no payment will be required for the grant of an Award; and

an Option or Performance Right does not confer on a Participant the right to participate in new issue of securities to existing holders of Shares unless:

the Participant has become entitled to exercise the Option or the Performance Right has Vested;

Shares have been Allocated under the Plan in respect of that Option or Performance Right before the record date for the determination of entitlements to the new issue of securities; and

the Participant participates as a holder of those Allocated Shares.

Contribution arrangements

Board may permit Contributions

Long Term Incentive Plan Rules

Invitations involving Contributions

the form and manner by which a Participant can agree to make Contributions;

the type of Contributions which may be made;

the period or periods of time during which Contributions may be made;

any limitations on the amount of Contributions which can be made, which may vary between different types of Contributions and may include either or both a minimum amount and maximum amount;

the circumstances (if any) in which the amount of the Contributions agreed to be made by the Participant can be changed and how that change may be effected;

the manner in which Contributions made by a Participant will be held pending their application for an Allocation of Shares;

the procedure by which the Contributions will be applied towards the price payable for an Allocation of Shares, including the time or times when the Restricted Shares will be Allocated and how Contributions in excess of the price payable for the Allocation of the Restricted Shares will be dealt with;

how the Contributions will be treated in the event a Cessation of Employment of the Participant occurs;

how the Contributions will be treated in the event a Change of Control Event occurs;

the circumstances (if any) in which the Participant may be prohibited or suspended from making further Contributions and the consequences of that prohibition or suspension, including how Contributions made prior to that time will be dealt with; and

the procedure by which a Participant may elect to discontinue making Contributions under the Plan, when that election takes effect and the consequences of that election.

Default Contribution arrangements

any Contributions (other than in the form of future gross (before-tax) salary or wages) will pending their application be held by or on behalf of the Company or a Group Company on trust for Participants in an account with a financial institution that is used solely in connection with employee incentive schemes of the Group Companies (including the Plan);

a Participant cannot elect to discontinue making Contributions in regards to Shares which have already been Allocated to the Participant;

subject to clause 3.3(b), a notice given by the Participant to the Company in accordance with these Rules to discontinue making Contributions will take effect 45 days after the giving of the notice;

Long Term Incentive Plan Rules

if a Participant has elected to discontinue making Contributions in accordance with the procedure specified in the Invitation, any Contributions (other than in the form of future gross (before-tax) salary or wages) that have not been applied for the Allocation of Shares to the Participant under the Plan will be repaid to the Participant as soon as practicable after that discontinuation less any applicable Tax on those Contributions; and

the Company will not pay interest on Contributions made by a Participant pending the application of those Contributions for the Allocation of Shares to the Participant.

Trust arrangements

Board may require a Trust

Invitations involving a Trust

the name of the Trust and Trustee;

the rights of the Participant to receive income deriving from the Trust Shares, including dividends and distributions;

the rights of the Participant to exercise, or to direct the Trustee to exercise on their behalf, any voting rights attaching to Trust Shares; and

the circumstances in which the Participant, or the Company on behalf of the Participant, may direct the Trustee to:

transfer the Trust Share into the Participant’s name; or

sell the Trust Share and pay the proceeds of sale less any transaction costs of the sale to the Participant.

Default Trust arrangements

the Trustee will not levy any fees or charges for administering the Trust that are payable directly by the Participant or out of the assets of the Trust, other than reasonable disbursements including brokerage and Tax levied or incurred in connection with the Trust;

the Participant is entitled to receive all dividends and other distributions or benefits payable to the Participant or the Trustee in respect of Trust Shares;

Long Term Incentive Plan Rules

the Participant is entitled to direct the Trustee in writing how to exercise the voting rights attaching to Trust Shares;

where the Trustee is a Group Company, the Trustee will not, at its own discretion, exercise the voting rights attaching to Trust Shares;

any bonus shares that are issued in respect of Trust Shares will be issued to the Trustee on the Participant’s behalf and will be held subject to the same Dealing Restrictions as the Trust Shares in respect of which they were issued;

if rights arise on a rights issue or entitlement offer in respect of Trust Shares:

the Participant may instruct the Trustee how to deal with those rights in accordance with the Trust Deed; and

if the Participant does not instruct the Trustee how to deal with those rights, the rights will be dealt with in accordance with the Trust Deed; and

where a Trust Share ceases to be a Restricted Share, the Trustee will continue to hold the Trust Share on trust on behalf of the Participant until the Participant, or the Company on behalf of the Participant, directs the Trustee to:

transfer the Trust Share into the Participant’s name; or

sell the Trust Share in accordance with the Trust Deed and pay the proceeds of sale less any transaction costs of the sale to the Participant.

Dividend Equivalent Rights

Board may grant

Options which are exercised; or

Performance Rights which Vest; or

Incentive Rights which Vest.

Invitation

how the amount of the Dividend Equivalent Right will be calculated; and

when the amount of the Dividend Equivalent Right will be paid.

Long Term Incentive Plan Rules

Default rights

the amount of the Dividend Equivalent Rights which apply to an Option or a Performance Right will be approximately equal to the amount of dividends that would have been payable to a Participant had he or she been the registered holder of the Shares which are Allocated on exercise of that Option or Vesting of that Performance Right from the first day of the Financial Year in which that Option or Performance Right is granted (excluding any dividends actually paid in respect of those Shares after their Allocation to the Participant);

the amount of the Dividend Equivalent Rights will not be grossed up or otherwise adjusted to account for any Tax consequences which would have applied if the Participant had actually been paid a dividend; and

the Company must satisfy the entitlement of a Participant to receive a payment of a Dividend Equivalent Right which applies to an Option or a Performance Right as soon as reasonably practicable following the Allocation of Shares on exercise of that Option or Vesting of that Performance Right.

Applications

How an Application is made

Board discretions regarding Applications

The Board may, at its discretion, refuse to allow the participation of a person in the Plan where that person ceases to be an Eligible Participant, or ceases to satisfy any other condition imposed by the Board, before the grant of the Award is made.

Nothing limits the Board’s ability to treat the conduct of an Eligible Participant in respect of an Invitation as valid application to participate in the Plan under these Rules.

Consequences of an Application

Long Term Incentive Plan Rules

Grant of Awards

When grant occurs

an Application by an Eligible Participant is accepted by the Board; or

an Invitation in the form referred to in clause 2.1(c) is made and that offer is accepted in accordance with the terms of the Invitation,

in the case of an Award other than Restricted Shares and Unrestricted Shares, grant the Award to the Eligible Participant; or

in the case of Restricted Shares and Unrestricted Shares, Allocate Shares to the Eligible Participant.

Grant in favour of the Eligible Participant

Vesting and Exercise

Vesting of an Option or a Performance Right

Subject to any express clause of these Rules, an Option or a Performance Right will only Vest (and in the case of an Option become exercisable) where each Vesting Condition and any additional terms specified in the Invitation for that Option or Performance Right have been satisfied or otherwise waived by the Board.

Vesting occurs upon notification from the Company to the Participant that an Option or Performance Right has Vested pursuant to this clause 8.1.

Exercise of an Option

An Option may only be exercised if it has Vested.

The exercise of an Option may only be effected in a form and manner specified in the Invitation or as otherwise determined by the Board.

Subject to clause 10.2(b)(ii), on the exercise of an Option the Participant must pay the Exercise Price for that Option.

Vesting of Restricted Shares

each Vesting Condition and any additional terms specified in the Invitation for that Restricted Share have been satisfied or otherwise waived by the Board; and

the Company notifies the Participant that the Share is no longer a Restricted Share.

Long Term Incentive Plan Rules

Vesting of an Incentive Right

Subject to any express clause of these Rules, an Incentive Right will only Vest where each Vesting Condition and any additional terms specified in the Invitation for that Incentive Right have been satisfied or otherwise waived by the Board.

Vesting occurs upon notification from the Company to the Participant that an Incentive Right has Vested pursuant to this clause 8.4.

Lapsing and forfeiture

Lapsing of an Option

the date specified after Vesting in the Invitation for that Option or if no date specified 3 years after vesting;

a date or circumstance specified in the Invitation for that Option or a provision of these Rules as when an Option lapses;

failure to meet a Vesting Condition within the Vesting Period or meet any other condition applicable to the Option within the period specified in the Invitation for that Option; or

the receipt by the Company of a notice in writing from a Participant that the Participant has elected to surrender the Option.

Lapsing of a Performance Right

a date or circumstance specified in the Invitation for that Performance Right or a provision of these Rules as when a Performance Right lapses;

failure to meet a Vesting Condition within the Vesting Period or meet any other condition applicable to the Performance Right within the period specified in the Invitation for that Performance Right; or

the receipt by the Company of a notice in writing from a Participant that the Participant has elected to surrender the Performance Right.

Forfeiture of a Restricted Share

a date or circumstance specified in the Invitation for that Restricted Share or a provision of these Rules as when a Restricted Share is forfeited;

failure to meet a Vesting Condition within the Vesting Period or any other condition applicable to the Restricted Share within the period specified in the Invitation for that Restricted Share; or

the receipt by the Company of a notice in writing from a Participant that the Participant has elected to surrender the Restricted Share.

Long Term Incentive Plan Rules

Lapsing of an Incentive Right

a date or circumstance specified in the Invitation for that Incentive Right or a provision of these Rules as when an Inventive Right lapses;

failure to meet a Vesting Condition within the Vesting Period or meet any other condition applicable to the Incentive Right within the period specified in the Invitation for that Incentive Right; or

the receipt by the Company of a notice in writing from a Participant that the Participant has elected to surrender the Incentive Right.

Forfeited Shares

Where a Forfeited Share is held by the Participant, the Participant is taken to have agreed to dispose of all of his or her interest in that Share for no consideration and the Share will be transferred into the name of the Company’s nominee.

Where a Forfeited Share is held by the Trustee, the Participant’s rights in the Share will be extinguished for no consideration and the Share will be held by the Trustee as general trust property in accordance with the terms of the Trust.

Where a Forfeited Share was Allocated to a Participant on the exercise of an Option, the Company may, but is not obliged to, repay to the Participant any Exercise Price paid by that Participant in relation to that Forfeited Share.

Satisfaction of Options and Rights

Allocation of Shares

Subject to clause 10.2 and 10.3, on the exercise of an Option or Vesting of a Performance Right, the Company must Allocate a Share to the Participant.

If the aggregate number of Shares, but for this clause 10.1(b), would have been allocated in accordance with clause 10.1(a) in respect of the exercised Option or Vested Performance Right of a Participant at a particular time includes a fraction of a Share, the aggregate number of Shares that the Participant is entitled to be allocated in respect of those Options or Performance Rights at that time (subject to the Plan) will be rounded down to the nearest whole number, and the number of Shares to which the Participant is entitled to be allocated in respect of those exercised Options or Vested Performance Rights will be deemed to be decreased on a pro rata basis accordingly.

Long Term Incentive Plan Rules

Cash equivalent payments

Unless the terms of an Invitation provide otherwise, the Board may determine that the exercise of an Option or the Vesting of a Performance Right will be satisfied by the Company making a cash payment to the Participant in lieu of an Allocation of Shares. The Board may determine that some or all of a Participant’s Options or Rights will be settled in this manner.

Where the Board makes a determination under 10.2(a), the Company must notify the Participant of the following information:

the number of Options or Performance Rights the subject of that determination; and

that no Exercise Price is payable in respect of an Option the subject of that determination or that the Company will refund any Exercise Price paid by the Participant in respect of an Option the subject of that determination.

Where the Board makes a determination under clause 10.2(a), the Company must, as soon as reasonably practicable following the exercise of an Option or the Vesting of a Performance Right, pay to the Participant an amount equivalent to the value of the exercised Options or the Vested Performance Rights the subject of that determination calculated in accordance with clause 10.2(d).

The amount of the cash payment referred in clause 10.2(c) will be calculated by multiplying the number of Options that have been exercised or the number of Performance Rights that have Vested (as applicable) by the Market Value on the date on which the Share in respect of that Option or Performance Right would otherwise have been Allocated to a Participant, less in the case of Options, any Exercise Price of those Options specified in the Invitation which has not been paid by the Participant to the Company

Deferring Allocation of Shares

Satisfaction of Incentive Rights

Deferring Payment

Long Term Incentive Plan Rules

Satisfaction of Dividend Equivalent Rights

Dealing Restrictions

Limited Dealing in Awards

is required by law and the Participant has provided satisfactory evidence of that requirement to the Board; and

is permitted (or is not prohibited) by the Company’s Securities Trading Policy.

Consequence of prohibited Dealing

Where, in the opinion of the Board, a Participant Deals with an Award (other than a Restricted Share or Unrestricted Share) in breach of clause 13.1, the Award will immediately lapse.

Where, in the opinion of the Board, a Participant Deals with his or her interest in a Restricted Share in breach of clause 13.1, the Restricted Share is deemed to immediately be forfeited.

Allocated Shares

Enforcement of Dealing Restrictions

The Company may implement any procedure it considers appropriate to enforce a Dealing Restriction, including the imposition of a holding lock or requiring that Shares be held in trust on behalf of a Participant.

By making an Application or accepting an Invitation, each Participant undertakes not to take any action or permit another person to take any action to remove any procedure imposed by the Company under clause 13.4(a).

Cessation of Employment

Treatment of an Award

The Board may:

specify in the terms of an Invitation; or

make a determination as to,

Long Term Incentive Plan Rules

The Board may determine that a Participant is a Good Leaver or a Bad Leaver.

The terms of an Invitation may specify that:

the applicable treatment under clause 14.2 is subject to the Board’s power to make a determination under clause 14.1(a)(ii);

the Good Leaver and Bad Leaver definitions and related provisions in these Rules apply to the Awards the subject of the Invitation, or substitute alternative definitions of Good Leaver and/or Bad Leaver and related provisions (which shall apply in respect of those Awards in lieu of the existing definitions and provision in these Rules); or

subject to applicable laws, the circumstances in which a Cessation of Employment of a Participant will be treated as not having occurred for the purposes of the Plan.

Applicable treatment (including Good Leaver and Bad Leaver)

The applicable treatment under clause 14.1(a) may be that some or all of the Participant’s Awards:

Vest on the Cessation Date, or on the occurrence of a specified date or circumstance, or on the satisfaction of a specified condition;

are not subject to a term of the grant of the applicable Award, including a Vesting Condition or a Disposal Restriction;

in the case of an Option, is only exercisable within a specified period or on the satisfaction of a specified condition; or

lapse or are forfeited.

Where the Awards are subject to Good Leaver and Bad Leaver provisions, the applicable treatment under clause 14.1(a) will be that specified in the Invitation or as determined by the Board, or where not specified or determined by the Board, all of the Participant’s Awards:

in the case of a Good Leaver, Vest on the Cessation Date and are not subject to a Vesting Condition;

in the case of a Bad Leaver, lapse or are forfeited; and

in either case, remain subject to a Disposal Restriction,

In making a determination under clause 14.1(a), the Board may have regard to any matter the Board considers relevant, including:

the circumstances in which the Cessation of Employment of the Participant occurred;

Long Term Incentive Plan Rules

the extent that the Vesting Conditions of the Award are determined or estimated by the Board to have been satisfied when tested at the Cessation Date; and

the proportion of the Vesting Period of the Award that has elapsed at the time of the Cessation Date.

Notwithstanding any rule, no Group Company is required to pay, provide, or procure the payment or provision of, any money or other benefit to the Participant which would require shareholder approval under the Corporations Act, if such relevant approval has not been obtained. Nothing in the Plan requires or will be deemed to require any Group Company to seek the approval of their respective shareholders to enable them to perform an action in connection with an Award.

Default treatment

Unless an Invitation provides otherwise and subject to clause 14.3(b), any Unvested Award of a Participant does not Vest or lapse as a result of a Cessation of Employment of the Participant, and these Rules and the relevant terms of the Award continue to apply, except that any continuous service requirement of a Vesting Condition will be deemed to have been waived.

Unless an Invitation provides otherwise, the Board may make a determination under clause 14.1(a)(ii) in respect of an Award of a Participant with 1 month of the Cessation Date.

Change of Employment

Transfers outside Australia

specify in the terms of an Invitation; or

make a determination as to,

the Participant would suffer a tax disadvantage in relation to their Awards which is demonstrated to the satisfaction of the Board;

the Company would be restricted in its ability to Vest Awards or to Allocate Shares upon the exercise of Options or the Vesting of Performance Shares;

the Company would be restricted in its ability to pay the amount payable on Vesting of an Incentive Right; or

the Participant would become subject to restrictions on their ability to Deal with the Awards, or to hold or Deal in the Shares or the proceeds of the Shares acquired on Vesting or exercise, because of the laws of the country to which the Participant is transferred.

Long Term Incentive Plan Rules

Treatment of Awards

Vest on the occurrence of a specified date or circumstance, or on the satisfaction of a specified condition;

in the case of an Option, is exercisable within a specified period or on the satisfaction of a specified condition;

an Option or Performance Right will be satisfied by the Company making a cash payment to the Participant in lieu of an Allocation of Shares; or

any another manner determined by the Board or specified in an Invitation.

Control of the Company

Board determination

Subject to clause 16.1(b), where a Change of Control Event occurs, the Board may, in its discretion, determine that:

all or a specified number of a Participant’s Unvested Awards are deemed to have Vested;

all or a specified number of a Participant’s Options may be exercised for a period specified by the Board, and if not exercised within that period, will lapse;

the Disposal Restrictions or any other terms which apply to the Award cease to apply;

the Disposal Restrictions which apply to Shares Allocated on the Vesting of a Performance Right or exercise of an Option cease to apply; and/or

the Company on behalf of the Participant will direct the Trustee to transfer Trust Shares into the Participant’s name.

The terms of an Invitation may specify a particular treatment of a Participant’s Unvested Awards where a Change of Control Event occurs, and the Invitation may specify that such treatment is subject to the Board’s power to make a determination under clause 16.1(a).

Consequence of determination

Where the Board makes a determination pursuant to clause 16.1(a), the Board must as soon as reasonably practicable give written notice to each Participant of the number of Awards that have Vested or may be exercised (as the case maybe).

Long Term Incentive Plan Rules

If the Board determines under clause 16.1(a) that only some of a Participant’s Unvested Awards will vest, all remaining Unvested Awards will lapse, unless the Board determines a different treatment.

Exercise or Vesting following Control

a body corporate (Acquirer) obtains Control of the Company as a result of a Change of Control Event; and

the Company, the Acquirer and the Participant agree,

in such manner as the parties agree; and

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 of the Acquirer.

Adjustments of Awards

Adjustments circumstances

the Allocation of Shares upon the exercise of Options or the Vesting of Performance Rights or the making of a cash payment in lieu of an Allocation of Shares to a Participant in accordance with clause 10.2; or

the payment to a Participant of the amount payable on a Vested Incentive Right or payment of a Dividend Equivalent Right,

make adjustments to the terms of an Award or Dividend Equivalent Right granted to that Participant; or

grant additional Awards or Dividend Equivalent Rights to that Participant,

Permitted adjustments

the number of Awards (other than Restricted Shares or Unrestricted Shares) or Dividend Equivalent Rights to which each Participant is entitled;

Long Term Incentive Plan Rules

the number of Shares to which each Participant is entitled upon exercise of Options or Vesting of Performance Rights;

the amount payable upon Vesting of Incentive Rights;

the amount payable upon exercise of Options (including the Exercise Price);

the amount payable upon the Vesting of Performance Rights;

the amount payable to a Participant under a Dividend Equivalent Right.

Rights issues and entitlement offers

Bonus issues

Reorganisations

Additional Awards or Dividend Equivalent Rights

Where additional Awards (other than Restricted Shares or Unrestricted Shares) are granted to the Participant under this clause 17, such Awards will be subject to the same terms and conditions as the original Awards granted to the Participant (including any Vesting Conditions) unless the Board determines otherwise.

Where additional Dividend Equivalent Rights are granted to the Participant under this clause 17, such Dividend Equivalent Rights will be subject to the same terms and conditions as the original Dividend Equivalent Rights granted to the Participant unless the Board determines otherwise.

Non-Australian residents

Long Term Incentive Plan Rules

Notice to Participants

Accumulation of adjustments

Inappropriate benefits

Inappropriate circumstances

an Award of a Participant Vests or may Vest as a result of the fraud, dishonesty or breach of duties or obligations of any person to any Group Company and the Award would not have otherwise Vested;

a Participant:

has acted fraudulently or dishonestly;

has breached his or her duties or obligations to any Group Company;

has failed to perform any act reasonably and lawfully requested of the participant;

has done an act which has the effect of delivering strong Company performance in a manner which is unsustainable or involves unacceptably high risk, and results or is likely to result in a detrimental impact on the Company’s performance following the end of the Vesting Period; or

has done an act which brings any Group Company into disrepute;

there has been a material misstatement or omission in the financial statements of a Group Company or an event or circumstance has occurred which will require the financial statements of a Group Company to be restated;

the Company is required by or entitled under the terms of the Invitation, law or a policy of a Group Company to clawback remuneration of a Participant; or

the Participant is a Bad Leaver, or becomes a Bad Leaver including after previously being determined to be a Good Leaver.

Long Term Incentive Plan Rules

Treatment of Awards

The applicable treatment under clause 18.1 may be that some or all of the Participant’s:

Unvested Awards;

Shares that have not ceased to be Restricted Shares under these Rules;

Vested but unexercised Options;

Shares allocated upon the exercise of Options or Vesting of Performance Rights;

Dividend Equivalent Rights;

Unrestricted Shares under these Rules,

The applicable treatment under clause 18.1 may be that the Participant must pay or repay (as the case maybe) to the Company as a debt due to the Company any of the following:

a cash payment received in lieu of an Allocation of Shares pursuant to clause 10.2;

a cash payment made in respect of an Incentive Right;

a cash payment made in respect of a Dividend Equivalent Right;

all or part of the net proceeds of sale of Shares Allocated under the Plan which have been sold;

dividends received in respect of a Share Allocated under the Plan.

The applicable treatment under clause 18.1 may be any other circumstance specified in an Invitation.

Tax

Participant responsibility

Unless otherwise required by law, no Group Company is responsible for any Tax which may become payable by a Participant as consequence of or in connection with the Participant’s participation in the Plan, including:

the grant, Vesting or exercise of an Award;

the Allocation of Shares; or

any Dealing with an Award or any Shares.

No Group Company makes any representation that the Plan will have any particular Tax or financial consequences or that an Eligible Person or Participant will gain any Tax or financial advantage by participating in the Plan.

Long Term Incentive Plan Rules

Withholding circumstances

the grant of an Award to a Participant, or the Vesting or exercise of any Award;

the payment of any cash amount to a Participant, including upon the Vesting or exercise of any Award; or

the Allocation of Shares to, or on behalf of, a Participant under the Plan,

Reimbursement arrangements

Shares issued under the Plan

Share ranking

Listing of Shares on the Exchange

Irrevocable power of attorney

Long Term Incentive Plan Rules

Amendments to the Plan

Board may make amendments

Subject to clause 22.2, the Listing Rules, the Corporations Act and any other applicable law, the Board may at any time by resolution:

amend all or any of the provisions of the Plan; or

amend the terms or conditions of any Award granted under the Plan.

Notwithstanding clause 22.2, the Board may waive, amend or replace any Vesting Condition of an Award if the Board determines that the original Vesting Condition is no longer appropriate or applicable, provided that the interests of the relevant Participant are not, in the opinion of the Board, materially prejudiced or advantaged relative to the position reasonably anticipated at the time of the grant of the Award.

Any exercise by the Board of a discretion contemplated by these Rules or the terms of an Invitation will not constitute an amendment pursuant to this clause 22.

Restrictions on amendments

Permitted amendments

comply with or to take account of a change in legislation, the Listing Rules, exchange control, or other regulatory requirement governing or regulating the maintenance or operation of the Plan or similar plans, in any jurisdiction in which invitations under the Plan have been made;

correct any manifest error or mistake; or

take into consideration possible adverse tax implications in respect of the Plan arising from adverse rulings, changes to tax legislation or changes in the interpretation of tax legislation by a court of competent jurisdiction.

Termination or Suspension of the Plan

Subject to the Corporations Act, the Listing Rules and any other applicable law, the Board may, at any time, terminate or suspend the Plan.

The termination or suspension of the Plan will not affect any existing Awards granted under the Plan and the terms of the Plan will continue to apply to such Awards provided that, in the case of termination, all Shares Allocated under the Plan then subject to a Dealing Restriction will be released from the restriction on the date of termination or on such other date specified by the Board.

Long Term Incentive Plan Rules

Relationship with Participants

Separate rights and obligations

Unless the subject of an express provision in an employment contract, the rights and obligations of any Eligible Participant under the terms of their office, employment or contract with a Group Company are not affected by their participation in the Plan.

In the event of any inconsistency between these Rules or the terms of an Invitation on the one hand, and any contract of employment between the Eligible Participant and any Group Company on the other, the terms of the contract of employment will prevail.

These Rules do not form part of, and are not incorporated into, any contract of any Participant (whether or not they are an employee of a Group Company).

Participation in the Plan does not confer on a Participant the right to remain an Employee and does not affect any rights which a Group Company may have to terminate the employment of a Participant.

Noting in these Rules may be used to increase damages in any action brought against any Group Company in respect of any such termination.

Nothing in these Rules confers on any Employee the right to become or remain a Participant or to participate in the Plan.

Participation in the Plan on a particular basis for the grant of an Award does not create any right or expectation of the grant of further Awards on the same basis, or at all.

No compensation

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

any exercise of a discretion or a decision taken in relation to a grant of Awards or in relation to the Plan, or any failure to exercise a discretion under these Rules;

the operation, suspension, termination or amendments of the Plan; or

lapse or forfeiture of an Award.

Long Term Incentive Plan Rules

Administration of the Plan

Power of the Board

The Plan will be administered by the Board.

The Board has power to:

determine appropriate procedures for administration of the Plan consistent with these Rules;

appoint or engage service providers for the operation and administration of the Plan; and

delegate to any one or more persons for any period and on any conditions as it may determine the exercise of any of its powers or discretions arising under the Plan.

Except as otherwise expressly provided in the Plan, the Board has absolute and unfettered discretion to act or refrain from acting under or in connection with the Plan and in the exercise of any power or discretion under the Plan.

Waivers

Interpretation of the Plan

Appointment of attorney

Allocate Shares to the Participant in accordance with these Rules;

effect a forfeiture of Shares in accordance with these Rules or an Invitation; and

execute transfers of Shares in accordance with these Rules.

Participant data

administering and maintaining Participants’ records;

Long Term Incentive Plan Rules

providing information to any Group Company, trustees of any trust (including the Trustee), registrars, brokers, banks, professional advisors, mail houses or third party administrators of the Plan or to any regulatory authority where required by law;

providing information to future purchasers or prospective purchasers of any Group Company or the business or assets of any Group Company; and

transferring information about the Participant to a country or territory outside Australia.

Overseas participants

The Board determine that additional rules apply to an Award that is granted to persons who are not residents of Australia by attaching a schedule to these Rules.

A determination under clause 24.6(a) may specify how the rules the subject of that determination interact with these Rules.

Unless the determination under clause 24.6(a) provides otherwise, the rules the subject of the determination prevail over any other provision of these Rules to the extent of any inconsistency.

Payments

The Company may make a payment of an amount payable pursuant to these Rules in Australian dollars or any other currency determined by the Board in its discretion. The Company may make payments in different currencies to different Participants. The Board may determine the appropriate exchange rate and time of calculation of the amount of a payment made in a currency other than Australian dollars.

Where the Board determines that the payment under these Rules is to be made in a currency other than Australian dollars, unless the Board determines otherwise, the foreign exchange rate applied will be the average closing exchange rate listed on the Reserve Bank of Australia website of the relevant currency for the 5 days prior to the date of payment.

Connection with other plans

Amounts owing by a Participant

prevent the exercise of some or all of the Awards;

Long Term Incentive Plan Rules

determine that some or all of the Awards lapse; or

reduce the number of Awards which Vest,

Notices

Notices by the Company

delivered personally to the addressee or sent by prepaid post to his or her last known residential address or to the address of the place of business at which the Participant performs all or most of their duties (Place of Business);

sent to him or her by facsimile or email to his or her last notified fax number or email address or to fax number or email address at the Place of Business; or

posted on any intranet or website maintained by the Company or an administrator of the Plan and accessible by that Eligible Participant or Participant.

Notices to a Group Company

Time of service

Where a notice or other communication is given by post, it is deemed to have been received:

if sent to an address within Australian, 48 hours after it is posted; or

if sent to an address outside Australia, 5 days after it was posted.

Where a notice or other communication is given by facsimile or email, it is deemed to have been received on completion of transmission.

Governing Law

Long Term Incentive Plan Rules

General

Interpretation

a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;

if a word or phrase is given a defined meaning in this Plan, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

the word including or any other form of that word is not a word of limitation;

a reference to a statute includes any regulations or other instruments made under it (delegated legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;

a reference to a clause or schedule is to a clause of or a schedule to these Rules and a reference to these Rules includes any schedule to these Rules;

a reference to a Share includes a Restricted Share; and

an issue is not precluded from being a pro rata issue because certain holders of Shares are excluded from the issue or are allowed to subscribe for a greater number of securities than the entitlement of those holders, pursuant to the Corporations Act or Listing Rules.

Application of Corporations Act and Listing Rules

Notwithstanding any other provision of these Rules, no Award may be offered under the Plan if to do so would contravene the Corporations Act, the Listing Rules or instruments of relief issued by ASIC from time to time relating to employee incentive schemes which the Company is relying on.

Notwithstanding any other provision of these Rules, Awards and Shares must not be issued, acquired, transferred or otherwise dealt with under the Plan if to do so would contravene the Corporations Act, the Listing Rules or the Company’s internal regulations for dealing with securities (including the Company’s Securities Trading Policy).

Long Term Incentive Plan Rules

the Participant appoints [Company to insert full name recipient] (Attorney) as the attorney of the Participant;

subject to clause (c) of this deed poll, the Attorney may do anything which the Participant has legal power to do whether in the Participant’s name or in its own name as the act of the Participant including executing and delivering any document;

this power of attorney is limited to any actions, and the execution and delivery of any documents, reasonably required to fulfil the Participant’s obligations as a participant in the Tritium DCFC Limited Employee Long Term Incentive Plan, including without limitation:

to prevent the transfer, disposal, or granting of a security interest over Awards by the Participant in accordance with the Employee Long Term Incentive Plan Rules and Invitation (Rules);

to transfer, dispose of, or otherwise deal with, the Participant’s rights to, and interests in, any and all Awards (including Shares) in accordance with the Rules;

to take any actions that the Participant is required to give or take under, or that are necessary or desirable to give effect to Good Leaver or Bad Leaver provisions of the Rules;

to do whatever is required to discharge any security interest or encumbrance over any Awards or deal with (including put in place or enforce) any Disposal Restrictions; and

to execute any documents and to do all things necessary or desirable (in the reasonable opinion of the Board) to do or give effect to, or in connection with, any of the things referred to in clauses (i) to (v) above inclusive;

Long Term Incentive Plan Rules

the Participant must ratify anything done by an Attorney under this deed poll;

the Attorney may do anything or take any of the actions as set out in this deed poll even if the Attorney in any way has an interest in the thing or is connected with a person who in any way has an interest in the thing;

the Participant will indemnify the Attorney against any loss, cost, charge, liability or expense the Attorney may sustain or incur as a direct or indirect consequence of the exercise of any power under this deed poll;

the power of attorney conferred under this deed poll is an irrevocable power of attorney given for valuable consideration;

this deed will remain in full force and effect until the Participant no longer holds Awards (or Shares pursuant to those Awards); and

the Attorney’s exercise of any power under this deed poll does not involve on the part of the Attorney or any entity of which the Attorney is an employee:

any personal liability in connection with that exercise or its consequences; or

an express or implied warranty as to the validity of this deed poll or the Attorney’s authority to exercise the power;

  SIGNED SEALED and DELIVERED by

  [INSERT PARTICIPANT NAME] in the

  presence of:

Signature of Witness

[insert Participant name]

Full Name of Witness

Long Term Incentive Plan Rules

Certain Definitions. For purposes of this Schedule:

“Change of Control Event” means a Change of Control Event (as defined in the Plan); provided, that with respect to any Award granted to a U.S. Participant that provides for the deferral of compensation subject to Code Section 409A of the Code, if a Change of Control Event constitutes a payment event for such Award (or portion thereof), to the extent required to avoid the imposition of additional taxes under Code Section 409A, a transaction or event shall only constitute a “Change of Control Event” for purposes of the payment timing of such Award if such transaction or event also constitutes a “change in control event” (within the meaning of U.S. Treasury Regulation Section 1.409A-3(i)(5)).

“Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

“Non-Qualified Stock Option” means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option.

“Option” means, with respect to U.S. Participants, an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option.

Section 409A. Awards granted to U.S. Participants are intended to be exempt from, or comply with, the requirements set forth in Section 409A of the Code, and shall have terms and be interpreted, administered and construed consistent with such intent including, without limitation, the following:

Each Option granted to a U.S. Participant shall have an Exercise Price per Share that shall not be less than the fair market value per Share subject to the Option on the date of grant (in each case, as determined in a manner consistent with Section 409A of the Code).

No dividends or dividend equivalents (including Dividend Equivalent Rights) may be paid or payable with respect to Options granted to a U.S. Participant.

Long Term Incentive Plan Rules

Notwithstanding anything in the Plan to the contrary, to the extent that the payment or settlement of any Award is deferred in accordance with the Plan (including, without limitation, in accordance with clause 11.3 or 12.1 of the Plan), such payment or settlement shall be so deferred in a manner intended to comply with Section 409A of the Code. In that regard, to the extent any Award under the Plan or any other compensatory plan or arrangement of the Group Company is subject to Section 409A, and such Award or other amount is payable on account of a holder’s Termination of Service (or any similarly defined term), then (a) such Award or amount shall only be paid to the extent such Termination of Service qualifies as a “separation from service” as defined in Section 409A, and (b) if such Award or amount is payable to a “specified employee” as defined in Section 409A then to the extent required in order to avoid a prohibited distribution under Section 409A, such Award or other compensatory payment shall not be payable prior to the earlier of (i) the expiration of the six-month period measured from the date of the holder’s Termination of Service, or (ii) the date of the holder’s death. Furthermore, notwithstanding any contrary provision of the Plan or any Invitation, any payment of “nonqualified deferred compensation” under the Plan that may be made in instalments shall be treated as a right to receive a series of separate and distinct payments. Without limiting the foregoing, if any provision of the Plan or an Award to a U.S. Participant is or becomes or is deemed to be inconsistent with Section 409A of the Code or an exemption therefrom, such provision shall not apply to the U.S. Participant.

None of the Group Companies, nor any of their respective officers, directors, agents or employees, shall be obligated, directly or indirectly, to any U.S. Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the U.S. Participant or other person on account of any failure of the Plan or any Award to comply with or be exempt from the requirements of Section 409A of the Code or any other section of the Code.

Incentive Stock Options. Incentive Stock Options within the meaning of Section 422 of the Code may be granted under the Plan only if the Company’s shareholders approve the Plan and this Schedule in the manner and to the degree required under applicable law within 12 months after the Board approves the Plan and this Schedule. The maximum number of Shares that may be issued upon the exercise of incentive stock options under the Plan, subject to approval by the Company’s shareholders of such limit, shall be 15% of the Shares on issue at the date of adoption of the Plan (subject to adjustment for capital changes in the Company to the extent approved by the Board and permitted by Section 422 or Section 424 of the Code). If the Company’s shareholders approve such limit, then any Option granted to a U.S. Participant that is intended to qualify as an incentive stock option under Section 422 of the Code shall also be required to meet the requirements of Section 422 and Section 424 of the Code and the regulations promulgated thereunder (to the extent applicable), including without limitation the following:

The Option must be granted within 10 years from the date of the earlier of the adoption of the Plan or the date of such shareholder approval. (c) The Option must not be exercisable after the expiration of 10 years from the date of grant.

Long Term Incentive Plan Rules

The Option must not be transferable by the individual to whom the Option is granted other than by will or the laws of descent and distribution, and must be exercisable, during such individual’s lifetime, only by such individual.

The Option must not be granted to an individual who, at the time the option is granted, owns Shares possessing more than 10% of the total combined voting power of all classes of shares of the corporation employing such individual or of any related corporation of such corporation, unless the Option meets the requirements under Section 422 of the Code for grants to 10% shareholders.

To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a holder during any calendar year under the Plan, and all other plans of the Company and any parent corporation or subsidiary corporation thereof (as defined in Section 424(e) and 424(f) of the Code, respectively), exceeds $100,000, the Options shall be treated as non-qualified stock options to the extent required by Section 422 of the Code.

Trusts. Awards granted to U.S. Participants shall not be funded through an employee benefit trust.

Securities Laws. Any Shares that a U.S. Participant may acquire under the Plan may only be resold in the U.S. pursuant to a registration statement filed under the U.S. Securities Act of 1933 (“Securities Act”) with the U.S. Securities and Exchange Commission and applicable state securities law administrators or under an exemption from securities registration under the Securities Act and applicable state securities laws. All Awards granted to and held by U.S. Participants will be granted, issued and/or administered only in conformance with applicable laws (including applicable Exchange rules) and such Awards shall be deemed amended as necessary to conform to such applicable laws.

Withholding. Notwithstanding anything in the Plan to the contrary, if at any time any Group Company is required to withhold U.S. federal, state, local, foreign or other taxes with respect to an Award granted to a U.S. Participant, or any amounts or Shares payable or deliverable thereunder, any such Group Company will have the power and the right to deduct or withhold, or require an Award holder to remit to the Company, an amount in cash sufficient to satisfy

Long Term Incentive Plan Rules

Long Term Incentive Plan Rules

Michael Hipwood on

behalf of

Michael Hipwood

on behalf of