Form of Option Deeds

1.

DEFINITIONS

2.

INTERPRETATION

3.

GRANT OF SHARE OPTION

4.

EXERCISE OF SHARE OPTION

5.

CESSATION OF OFFICE

6.

RELATIONSHIP WITH TERMS OF APPOINTMENT

7.

TAX

8.

NON-TRANSFERABILITY

9.

TAKEOVERS AND WINDING-UP

10.

NOTICES

11.

MISCELLANEOUS

12.

GOVERNING LAW AND JURISDICTION

APi Group Corporation, a Delaware corporation (together with its successors and assigns, the “Company”); and

[•] of [•] (the “Holder”).

The Holder was appointed as a non-executive director of the Company on September 19, 2017;

The Directors (as defined below) previously resolved that it was in the Company’s best interests to grant to the Holder the Share Option (as defined below) pursuant to the terms and conditions of the original Share Option Deed executed on October 5, 2017 (the “Original Share Option Deed”);

As contemplated by the Business Combination Agreement entered into as of September 2, 2019, by and among the Company, APi Group, Inc., the shareholders of APi Group, Inc., all of which are listed on the signature page thereto, Lee R. Anderson, Sr. and Shareholder Representative Services LLC, as shareholder representative, the Company changed its jurisdiction of incorporation from the British Virgin Islands to the State of Delaware pursuant to Section 388 of the General Corporation Law of the State of Delaware (the “Domestication”) and, upon the effectiveness of such Domestication pursuant to the General Corporation Law of the State of Delaware (as amended, the “DGCL”), the Company, as a domesticated Delaware corporation, is, for all purposes of the laws of the State of Delaware, deemed to be the same entity as the Company, as a domesticating British Virgin Islands company;

In connection with the Domestication, the shares of common stock into which the Ordinary Shares (as defined in the Original Share Option Deed) were exchanged and converted pursuant to the Domestication will be listed on the New York Stock Exchange (or any successor national securities exchange, the “NYSE”);

By a resolution of the Directors passed immediately following the effectiveness of the Domestication pursuant to the DGCL (the “Domestication Effective Time”), the Directors authorized this Amended and Restated Share Option, which amends and restates the Original Share Option Deed, to (i) make clear that from and after the Domestication Effective Time, references herein to the Company shall be deemed to be to the Company, as a Delaware corporation, (ii) reflect that from and after the Domestication Effective Time, the Company and its securities will be governed by Delaware law, including the DGCL (rather than the BVI Companies Act, 2004 (as amended)), and the applicable provisions of the certificate of incorporation and bylaws of the Company, (iii) make certain changes in order to comply with applicable Delaware law and (iv) reference the NYSE (rather than the London Stock Exchange); and

The Company and the Holder have accordingly determined to execute this Amended and Restated Share Option Deed (as modified, supplemented, amended or amended and restated from time to time, this “Instrument”) to set out the rights and interests of the Holder.

DEFINITIONS

INTERPRETATION

GRANT OF SHARE OPTION

EXERCISE OF SHARE OPTION

The Share Option shall not be exercised on any occasion if such exercise would not be in accordance with the Share Dealing Code.

The Holder may exercise all or any of the subscription rights pursuant to the Share Option at any time during the Subscription Period by notice in writing in substantially the same form as set out in Schedule 1 to this Instrument, to the Company and subject to receipt of the Exercise Price for each Ordinary Share to be issued, the Company shall (within 10 days of the Company receiving the notice in question) issue to (or to the order of) the Holder the Ordinary Shares in question. Subscription rights will be deemed to be exercised on the Trading Day upon which the Company receives the relevant documentation and remittance in cleared funds.

Ordinary Shares issued pursuant to the exercise or partial exercise of the Share Option in accordance with the terms of this Instrument shall be issued fully paid and free from any liens, charges or encumbrances and pre-emptive rights but shall not rank for any dividends or other distributions declared, made or paid on the Ordinary Shares for which the record date is prior to the relevant day on which relevant rights pursuant to the Share Option are exercised but subject thereto, shall rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares on or after the relevant day on which relevant rights pursuant to the Share Option are exercised and otherwise pari passu in all respects with the Ordinary Shares in issue at that date.

At any time when Ordinary Shares are traded on the NYSE or any other securities exchange or quotation system, it is the intention of the Company to apply to the NYSE or relevant authority or any securities exchange or quotation system, for the Ordinary Shares issued pursuant to the exercise or partial exercise of the Share Option to be admitted to the NYSE or such other securities exchange or quotation system on which the Ordinary Shares are traded or quoted.

CESSATION OF OFFICE

RELATIONSHIP WITH TERMS OF APPOINTMENT

The Share Option is governed solely by the terms of this Instrument and does not form part of the Holder’s entitlement to remuneration or benefits pursuant to his terms of appointment as a non-executive director and save as otherwise provided the rights and obligations of the Holder under his terms of appointment as a non-executive director shall not be affected by the granting of the Share Option.

The rights or opportunity granted to the Holder on the granting of the Share Option shall not give the Holder any rights or additional rights to compensation or damages in consequence of either:

the Holder giving or receiving notice of termination of his office as non-executive director of the Company; or

the loss or termination of his office as non-executive director of the Company for any reason whatsoever, whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair or in breach of his terms of appointment or applicable law or regulation.

The Holder shall not be entitled to any compensation or damages for any loss or potential loss which he may suffer by reason of being unable to acquire Ordinary Shares, or any interest in Ordinary Shares, pursuant to the Share Option in consequence of:

the Holder giving or receiving notice of termination of his office as non-executive director of the Company (whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair or in breach of his terms of appointment or applicable law or regulation);

the loss or termination of his office as non-executive director of the Company for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair or in breach of his terms of appointment or applicable law or regulation);

the exercise by the Directors of any discretion in accordance with this Instrument; or

for any other reason.

TAX

The Holder irrevocably agrees to pay to the Company and any other member of its Group a sum equal to any Award Tax Liability of such company.

In the event of any claim being made by the Company pursuant to Clause 7.1 the Company shall have the right:

to sell as agent for the Holder (and the Holder hereby appoints the Company as its agent and true and lawful attorney-in-fact for this purpose) a sufficient number of Ordinary Shares held by the Holder and to retain from the net proceeds of sale of such Ordinary Shares (after deduction of all fees, commissions and expenses incurred in relation to such sale) monies sufficient to satisfy the amount claimed;

this power of attorney is irrevocable, save with the consent of the Company and is given by way of security to secure the interest of the Company (for itself and as trustee under this Instrument on behalf of any relevant Group company) as a person liable to account for or pay any Award Tax Liability;

a person who deals in good faith with the Holder’s attorney appointed under this Clause 7 may accept a written statement signed by that person that this power of attorney has not been revoked as conclusive evidence of that fact; and/or

to deduct the amount claimed from the Holder’s fees under his terms of appointment as non-executive director or any other amounts owing to him.

NON-TRANSFERABILITY

The Share Option is personal to the Holder and may not be transferred during his lifetime.

The Holder shall immediately cease to have any right or entitlement to receive any Ordinary Shares pursuant to this Share Option if the Holder:

transfers or assigns, mortgages, charges or otherwise disposes of the Share Option (other than to his personal representatives); or

is adjudged bankrupt or an interim order is made because he intends to propose a voluntary arrangement to his creditors under the Insolvency Act 1986 (or any other provision of the laws of any jurisdiction outside the UK which is intended to have similar effect or purpose); or

makes or proposes any other plan or arrangement, in relation to his debts, with his creditors or any section of them; or

is otherwise deprived (except on death) of the legal or beneficial ownership of the Share Option, whether by operation of law or by doing or omitting to do anything which causes him to be so deprived.

TAKEOVERS AND WINDING-UP

While any subscription rights under the Share Option remain outstanding (whether or not such rights have become exercisable), if at any time an offer is made to all holders of Ordinary Shares (or all such holders other than the offeror and/or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire all or some of the issued Ordinary Shares and the Company becomes aware on or before the end of the Subscription Period that as a result of such offer (or as a result of such offer and any other offer made by the offeror) the right to cast a majority of the votes which may ordinarily be cast generally at a meeting of stockholders of the Company has or will become vested in the

Intentionally Omitted

If the Company shall be dissolved, all subscription rights under the Share Option will lapse on the date of dissolution. The Company will use reasonable efforts to give the Holder at least 15 calendar days’ notice prior to the date on which the Company closes its books or takes a record with respect to determining rights to vote with respect to any voluntary dissolution of the Company.

NOTICES

Any notice or document to be given by the Directors or the Company to the Holder in accordance or in connection with this Instrument shall be duly given:

by sending it through the mail in a pre-paid envelope to the address last known to the Company to be his address; or

by sending it to him by e-mail or by sending to him a facsimile transmission addressed to him at his normal email address or fax number for communications with the Company.

Any notice in writing or document to be submitted or given to the Company in accordance or in connection with this Instrument may be delivered, sent by mail, facsimile transmission or e-mail to such person as may from time to time be nominated by the Company and whose name and address, facsimile and email details are notified to the Holder and:

in the case of notice by delivery, such notice shall be deemed to have been given when the notice is delivered; or

in the case of notice by mail, such notice shall be deemed to have been duly given on the day following the date of mailing; or

in the case of notice by facsimile or e-mail, such notice shall be deemed to have been duly given at the time of transmission, provided that for notice given by email, a return receipt must be received indicating that the email has been opened.

MISCELLANEOUS

In the event of any Variation, the Directors may make such adjustments as they consider appropriate to the number of Ordinary Shares in respect of which the Share Option subsists and/or the Exercise Price; provided, however, that in no event shall the Exercise Price be reduced to below the par value of an Ordinary Share.

The Company and the Holder may at any time by the execution of an instrument alter or add to any of the provisions of this Instrument in any respect.

The issue of Ordinary Shares pursuant to this Instrument shall be subject to the Articles and compliance by the Holder with all laws, rules, regulations and requirements applicable to dealing in the Ordinary Shares.

Unless otherwise provided in this Instrument this Share Option shall become incapable of exercise and shall lapse at the end of the Subscription Period.

Except as otherwise expressly stated to the contrary, neither this Instrument nor the granting of the Share Option shall have the effect of giving any third party any rights under this Instrument.

This Instrument may be executed in any number of counterparts and by each of the parties on separate counterparts, each of which when executed and delivered shall be deemed to be an original, but all the counterparts together shall constitute one and the same agreement.

GOVERNING LAW AND JURISDICTION

This Instrument and the Share Option and any dispute or claim arising out of or in connection with any of them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws

A state or federal court located within the State of Delaware shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Instrument or the Share Option or their subject matter or formation (including non-contractual disputes or claims).

If you wish to pay by electronic transfer please contact the Company.